Light in the Dusk
by AlphaTheGriffin17
Summary: A young unicorn with an unusual power, lonely and friendless, has drifted along through his life, unnoticed by all. He wants to have friends, but doesn't know where to start and doesn't think he's anything special. Can the Mane Six change the way he sees things? Book 1.
1. Humble Beginnings

Having learned recently that I am a Brony, I've had my creativity going haywire to write a story for My Little Pony. After many days of planning, thinking, noting and draughting, here is the beginning of my own story for my own Pony OC

I hope you enjoy it. Let me know.

**Humble Beginnings**

"Hey look, there he goes again," a unicorn mare said to her friend.

"He looks so lonely," she replied pityingly. "Think we should go and talk to him?"

"He's always lonely, and I wouldn't bother. He never talks to anyone. Compared to him, Twilight Sparkle is more sociable."

"If you say so," she replied unsurely, as they passed on, resuming their previous conversation.

The colt in question couldn't help but be rather both disapponted and annoyed. The former because they hadn't come over and said 'hello' and the latter because that was what he almost always heard around the school. He was Mr. Solitary, quiet, reserved and always on his own, as far as everypony was concerened.

Putting aside these thoughts for now, he continued on towards the school library, one of his regular haunts at the place where he learned. In fact, it was the _only _regular haunt of his. How sad was that. Oh well, that just meant he was out of everyone's way and he wouldn't bother anypony. Nopony would be wanting to waste their time on him. Those two mares had just proven that.

He passed a window, looking at his image reflected in the glass. His blue fur and pointed horn were as dark as the night, like he could blend into the shadows without anyone noticing. His mane and tail were a chestnut brown, neatly combed and styled to his liking, with odd little bit sticking out, creating a blend of scruffy and tidy. His Cutie Mark was a rolled-out scroll, showing his enjoyment of learning whatever took his fancy.

He had most describe him as 'dark' and 'mysterious.' One time, somepony compared him to Nightmare Moon, due to his fur colour. To his own eyes, which were an emerald green, he was completely unremarkable and not worth bothering with. Just your average, run-of-the-mill unicorn.

His name was Dusk Noir, and he had some work to do. As well as his own personal mission.

Approaching the doors to the library, he pushed them open and stepped in to the haven of books and silence. He liked the quiet, sometimes. It helped him to think clearly and focus his mind. Right now, he really needed to focus his mind and be calm.

As that mare had said, he never really spoke to anyone. He kept himself to himself. He never thought he'd have anything interesting to share or do with anypony. There was possibly one exception, but due to his nerves and lack of confidence, he never really showed _that _particular aspect of himself. Hence, he had virtually no friends.

Scratch that, he _didn't _have any friends. He just never really thought about speaking to anypony, especially when it was obvious they wouldn't be interested in what he said anyway. He never even considered it.

Except for one pony. She, like him, frequented the library. She, like him, usually had her nose buried in a book. She, like him, didn't talk to or make friends with any other ponies.

That was why he was going to talk to her. Today. Right here, right now.

He sighed, pulling a favourite fantasy book of his down from one of the shelves, as well as a book on magical study. That was what he always thought to himself when he entered the library. And then, he always lost his nerve to do it and left, vowing the next day he would do it.

No, he told himself mentally. Today was going to be different. Today, he was going to talk to her. And maybe, just maybe, she would be his friend. Slim chances, he knew, but it was worth a shot.

Taking the books he collected, he walked over to his regular table by the window, sat on a chair, set his books out in front of him, opened one of them up and began to read.

As his eyes traveled over the words, he began to picture her clearly in his mind. A unicorn, with a lilac, shining coat of fur and horn that matched it. Her mane and tail were a deeper shade of purple, with streaks of purple and pink along it. Her eyes, also a deep purple, always seemed to shine with an enthusiasm and dedication for learning, twinkling like her star-shaped Cutie Mark.

His head shot up when he realised he was accidently doing it again. A purple shimmer had appeared in the air before him, his horn aglow with magic. It formed a rough shape of her head, shining and twinkling.

Hurridley, he canceled the magic and looked around, hoping against hope nopony had seen. But he was alone in this little area. Nopony else around. He gave a sigh of relief and resumed reading. Waiting. Soon, she would be here.

He knew her name, of course. Twlight Sparkle, the personal protogee of the Princess herself. Skilled in magic, incredibly studious and a hard worker. So hard, that she never really had anytime for friends and socialising. She always had her nose buried in a book, her dragon asisstant always close by. He seemed to be her only friend.

He only knew this because of what he had heard from conversations around the school about her. Ponies tried to be friendly with her, or ask her to parties, but she always turned them down. Always reading, always working. Like Dusk.

Maybe that was why he felt drawn to her, because they seemed so much alike. Maybe he was aiming too high, since she was the Princess's personal student. What would she care about anything he, an unnotciable nopony, had to say? Still, there was always hope...

But she never came. He waited for hours, his pile of read books growing steadily higher. She always came, he thought to himself, why wouldn't she be here today? Why wasn't she coming?

It was only when Princess Celestia began to lower the sun in the sky, to make room for the moon and stars, that he gave up, placed the books back on their shelves and, dejectedly, trudged out of the doors and back to his dorm.

She wasn't coming.

As he walked back across the grounds, his heart still heavy with disappointment, he happened the glance up at the moon. He expected to see it, shining in the night sky as always, the shape of the 'Mare in the Moon' against it.

Except that it wasn't. The Mare in the Moon had vanished. Completely gone. Like she was never there.

He wasn't the only one to notice this phenonamon. Other ponies, either in the grounds or looking out of windows, all began gazing up at the sky. They all wondered what was going on? Why had the Mare in the Moon vanished?

Dusk shrugged and continued on. Perhaps it was just due a rotation that they couldn't see the Mare anymore on their side. Maybe it was just facing away from them. Not worth bothering with.

Wasn't it?

He arrived back at his room, placing his bag neatly in its usual spot. He then climbed into bed, nestled under his blankets and waited for sleep. His thoughts never even strayed to anything outside his own plane of existence. Except for wondering where Twilight Sparkle had gone.

Little did he know that, as he slept, events were already in motion. Events that would ultimately affect him and change the way he thought of the world, ponies and himself. Forever.

And it would all start with the unicorn that his thoughts strayed to. The one who's head, roughly shaped by a shining lilac light coming from his horn, formed again above him.

* * *

There we go, a good start I hope. A few more things will be explained next chapter. Hope you like it so far, bye!


	2. Discovered

**Discovered**

Several things happened in the course of the next few days. The Old Mare's tale, it turned out, was true and, on the day of the Summer Sun Celebration, Nightmare Moon returned, to bring eternal night all over Equestria.

But a group of six ponies found and used the fabled Elements of Harmony to defeat the tyrannical villain and restore her to normal; the long lost sister of Princess Celestia, Luna. She returned to Canterlot with her sister, for recuperation and rest.

Some other events ocurred as well. There had been rumors that a dragon had taken a nap in the cave on a mountain, near the settlement of Ponyville and something about a swarm of bothersome pests over in Fillydelphia. Dusk was a little vague on the details. He never really listened to the gossip.

But the ponies who found the Elements were more than mere gossip. Everyone in Canterlot talked about them, and how they had saved all of Equestria from endless night, as well as saving Princess Luna.

Finally, the young princess emerged from her seclusion, made a public apology to the entire land and announced that she would once again be resuming her responsibilities as the Bringer of the Night. So, a celebration was called for.

That was where Dusk was now, at the party that was being thrown in honor of the return of Princess Luna. All of the school had been given the evening to attend, and he thought he might as well come along. He had nothing better to do.

He drifted in and out of the crowds of ponies, all of them laughing and smiling, enjoying the festivities, not seeing him. Just as he was used to. He had thought that, maybe, a party might help to raise his spirits and put him a good mood. That had gone quickly out the window.

Speaking of windows...

"Everypony, if I could have your attention." All eyes turned to the voice.

Her fur coat as white as the snow, every step she took as graceful and easy as a waltz, crown glinting and mane shining, Princess Celestia took her place above the crowd, looking over everypony.

"I am grateful and overjoyed that so many have come to witness this momentous occasion. I thank you all." The ponies all cheered at this. Even Dusk couldn't help but smile a little. "Now, I am pleased to present once more, my sister and fellow ruler of Equestria, Princess Luna!"

As gracefully as her sibling, the Princess of the Moon glided over to her sister and sat beside her. Her mane glittered with starlight, her fur was a nighttime blue and she had her dark crown upon her head. She was smaller than Celestia and, perhaps a little more frightening, but that didn't make her any less important.

"Ponies of Canterlot, of Equestria," she boomed, in a voice that seemed much larger than her body, "we thank you all for your kind appreciation and support! It has been of great help to us in these difficult times!"

Dusk couldn't help but smile a little again, as everypony else looked a little intimidated. She still adressed her subjects using the Royal Voice of Canterlot. Celestia had abandoned that tradition centuries ago. But, then again, she had been stuck in the moon for the last thousand years.

"But our true gratitude extends to the ponies that freed us from our reign of evil! While we regret that they cannot be here today, we would dedicate this tribute to them, for all they have done for us and this fair land over which we rule! We give you the wielders of the Elements of Harmony!"

As she said this, a curtain fell on the wall, exposing a new, stained-glass window, which beamed light upon the clouds from the shining stars and moon. Upon it was Princess Luna, in the form of Nightmare Moon, being consumed by beams of purple light, originating from six ponies that were facing her.

"We thank you, once more," she resumed, as everypony applauded again, including Dusk. "Now, let us return to the festivities. For tonight, we celebrate!"

With one last round of applause, everypony resumed their previous conversations, whilst Luna and Celestia began to mingle with the crowd, greeting their loyal subjects and receiveing their congratulations.

Whilst most were gathered around the princessess, Dusk moved to get a closer look at the window. He had an interest in history and was eager to see this for himself, to say to everypony that he had been there on the unveiling of this historic monument. If anypony actually cared what he had to say.

He like, everypony else, knew the story. Of how Princess Celestia ahd banished her younger sister in the moon with the Elements, because she wished to have night eternal, so her subjects appreciated her work. The six elements, Kindness, Honesty, Genorosity, Loyalty, Laughter and, the once unknown, Magic were the most powerful magical items in all of Equestria and it took true goodness and a pure heart to use them. Now, they had been found again.

He gazed up at it, along with a group of other ponies. There was Nightmare Moon, armoured and terrifying, shrouded in darkness, just like the stories he'd heard when he was a foal. The other six seemed to be two members from each of the different sects of pony society, all using the Elements of Harmony. There was an orange and a pink pony, Earth types, a pair of Pegasi, one blue and one yellow and two unicorns, one white and the other...

He blinked. His eyes had to be playing tricks on him. He squinted for a better view, to get a better focus on that pony. It couldn't be her, could it?

"Oh my gosh, is that Twlight Sparkle?" a colt murmered in front of him.

"Hey, yeah it is." His friend sounded approving. "Guess she did find some friends after all."

"Yeah, who would have thought? You know I always wondered if-"

But Dusk didn't stay to hear the rest. That had been the last bombshell. He'd turned tail, his head bowed and pushed his way out of the crowd, not really caring who got in his way and fighting back the tears in his eyes. He just wanted to be alone, away from everypony else.

He galloped away from the crowds, from the party, until he could no longer hear anything. He looked up breifly to see that he was in the Canterlot Gardens. No-one except the animals and the gardner came here, the former were probably hiding and the latter most likely was asleep.

Satisfied he was alone, he let the tears begin to flow. Quietly sobbing, he cursed himself for being such a coward, and for even thinking he and Twlight could have been friends. There was no chance now. She was away from Canterlot, with friends of her own. She would probably never even glance at him, if she ever saw him that is.

Sniffing, wiping away his tears, he decided to play out what was in his mind before him. Literally. He was alone after all. He tapped into the magic he naturally held as a unicorn and reached out into the night with it.

Shaping it gradually, he formed a small imitation outline of himself, in a dark blue. It twinkled and glowed from the magic. Then, he made one of Twilight, in the same way, in her purple colour.

From a young age, he had been able to do this: to use magic to shape what was in his mind into a coloured form, that moved as he instructed from his thoughts, like they were alive. He had never learned it from a book, it just came naturally to him, like breathing or eating. No other unicorn could do anything like he did. It was a special talent of his. That was why he kept it hidden.

He didn't want to know what others would think of him, of what he could do. He didn't want that kind of treatment. What if they didn't like it and scorned him for it, said it was stupid? So, he focused on study and knowledge. He passed his tests, earned his Cutie Mark of his scroll and kept his magical colour puppetry hidden from everypony.

He sometimes used it, but only if he was alone and if he was perhaps a little bored, or emotional. Tonight, it was the latter of the two.

He played out his little scene, with his coloured avatar nervously approaching the Twilight-puppet, before shyly slinking away again. The Twilight puppet didn't even turn around or notice his. Each time he did this, he would get a little closer each time before leaving. Then, when he was at his closest, the Twlight-puppet stood up and flew away soaring into the night and vanishing with other formless colours, leaving his puppet reaching out for her. It then dropped its hoof, collapsed in a heap and wept. Alone.

Finally, he erased this one too. Their light faded, leaving him in the dark. Then, the tears began to fall again. He must look so pathetic, sobbing here by himself like a foal. At least nopony was here to see him.

Well, that was what he thought...

"My, that was beautiful." He jumped at the voice and whipped around. Standing there, as clear as the day she bought, was Princess Celestia. "I've never seen such wonderful magic like that before."

Wait, what? Was she talking about what he had just done? Had she seen him doing it? He then suddenly remembered who he was with and sunk in a low bow. In fact, he did it too fast and his head smacked the floor.

"Y-y-y-your Highness, um... good evening," he stuttered, his skull throbbing, but still remembering his manners.

"And good evening to you too, young colt," she said, with a voice that had been dipped in honey. "You may rise." He did so, but kept his head bowed. "I saw you, as you ran past me in the Hall before."

"You... you did?" Why would the Princess of the Day bother with him?

"I was curious why you were in such a hurry to leave," she continued gently. "Why aren't you enjoying the celebrations with your friends? Why are you all alone out here?"

"If... if I may, Your Highness," he replied sadly, "I don't have any friends. Nopony would want to be friends with me. I'm nothing special..."

"I don't believe that at all," she said adamantly, but still in a voice as loving as a mother's caress. "Why, just now, I saw that wonderful display of magic that you did. Where did you learn how to do that?"

"I've... well... I've always been able to do that, Your Highness. Ever since I was young."

"Really? Well, I'd say that's special, wouldn't you agree?" She glided over to Dusk, like a swan over water. "I'm surprised that it isn't your Cutie Mark, such a special talent like that."

"Well... that's because I've... never shown it to anyone before," he sighed pathetically. Then, it all tumbled out. "What if they didn't like it? What if they thought it was weird? What if they just started making fun of it? It's not like anyone would care if they saw it anyway..."

His eyes widened in shock. He'd just said that, in a bitter, disrespectful tone, to Princess Celestia. "I mean uh... what I mean is..."

"Well, I've seen it and I think it's marvellous. It's a shame you keep it hidden." He looked up. She was still smiling. "You know, one of those... forms bore a remarkable resemblence of my student, Twilight Sparkle. Do you know her?"

"Um..." He felt his cheeks flush at the mention of her. "Uh... sort of. I mean, I've never really spoken to her. I've seen her. A lot."

"Would you have liked it if she had been your friend?" She appeared genuinely concerned.

Was it that obvious, Dusk thought to himself. He was just surprised that the most important alicorn in Equestria, apart from Luna, was interested in what he had to say.

"Yes, I would have." He sniffed, wiping away tears. "But, she's gone now. Away from Canterlot. She has other friends now. She wouldn't want to be friends with somepony like me anymore..."

"Don't be so sure." Was it his imagination, or had Celestia's smile grown brighter? "I think that you would be very surprised." What did she mean by that? Her eyes seemed to twinkle, with an almost filly-like cunning. What was she thinking, he wondered.

Then, it was gone and she began to set off. "I had better return to the festivities, or my sister will wonder why I have gone. Are you coming?"

"No, thank you, Your Highness. I think I'll just go back to my dorm. I'm tired and.. well, you know..." He knew it was too good to be true. She'd gotten bored with him. He couldn't say he hadn't expected but... it had been nice.

"If you're sure," she said gently. "Sleep well..." She paused. "What is your name?"

"Dusk Noir, Your Highness."

"Well, it was lovely speaking to you Dusk," she said genuinely. "Sweet dreams." With that, she cantered away, leaving sunlight in her wake.

Dusk blinked after she left. Had all that really happened? Had Princess Celestia just come over to see him, console him and tell him that the thing he'd kept hidden his whole life was... wonderful?

Despite himself, he felt a small smile form on his face. Even if this was just a dream, it was a nice one to be sure. He'd just feel sad when it was all over and he woke up.

Leaving the castle behind, he walked on back to the school. Most of the students were still at the celebration, so it was strangely quiet and empty when he returned. He climbed the stairs, entered his room and lay on his bed.

He fell asleep almost instantly, smiling the whole time.

* * *

The next few days passed without much incident. The different groups of mares and colts all gathered and discussed all the things that they did, how wonderful the celebrations had been, all of those sorts of things.

Dusk continued to drift like leaf on water, his ears always prone to the snippets he heard, but never contributing. It's not like anything he would say would be of value anyway. Just as he did before.

Until, one day, when the sun was highest in the sky and he was reading in his room, there was a knock at his door. Odd. Who would want to speak to him? Who even knew about him?

He opened it to reveal a white Pegasus pony, dressed in the royal colours of Canterlot. A courier.

"Dusk Noir?" he asked.

"Yes... can I help you?"

"I have here a letter for your attention." He handed Dusk the rolled-up scroll. "From Princess Celestia. Good day." He trotted off, Dusk shutting the door.

He looked over the scroll. It did bear the royal seal of Canterlot. It was impossible for anypony to forge, so this wasn't some kind of joke on him. The Princess remembered him? Took the time to write to him?

He unrolled the scroll, opened it and read:

_Dear Dusk Noir._

_I hope this letter finds you well. Yes, I still remember you from that night at the celebration._

_I'm writing to tell you that you are about to take your studies, and your life, beyond Canterlot. I have managed to get you a home in Ponyville, where you are going to work in the local library._

_You are going to serve as a second asisstant librarian, under my faithful student Twilight Sparkle. Enclosed is a ticket for the train to the town from the Canterlot station._

_You will start your work tomorrow, giving you the rest of the day to make yourself comfortable. Don't worry, the ponies there are very welcoming and kind. You'll be fine._

_Good luck, and remember, don't keep that special talent of your's hidden forever. Find somepony to share it with._

_Princess Celestia._

Dusk re-read the letter several times, taking it all in. Was this really happening? He hit himself with his hoof. No, he was awake. This wasn't a dream.

Inside, some doubts arose. Why had the Princess just assumed that he would _want _to leave? Why hadn't she asked? Did she just think he was going to up and leave? Was this just an attempt to get rid of him?

But he couldn't hear those doubts, as he quickly gathered up what few things he owned, a few books, his favourite quill, a few oddly shaped rocks he'd found on one of his walks and placed them into his saddlebag.

Then, he flung it over his shoulder, folded up the letter from the Princess, took out the ticket that came with it and dashed out of the doors, towards the Canterlot trainstation.

He could hardly contain himself, as the train arrived, he presented his ticket and he boarded. He was going to Ponyville. He had been given this chance by Princess Celestia herself.

He was going to see Twilight Sparkle. Despite himself, he smiled widely.


	3. Welcome to Ponyville

**Welcome to Ponyville**

Dusk could barely contain his anticipation and excitment as the train pulled in at Ponyville station. He was the first to rise from his seat, thank the conductor for his efforts and set hoof in this new town.

Immediately, he could tell how this place was a lot different from Canterlot. All of the ponies there came from a higher class, smartly dressed and snooty, with their heads held up so high, they were almost joining the Pegasus ponies in Cloudsville. They were so uptight, false even and caring little beyond their own lives, that was he viewed them. Not here.

The Princess was right, everypony here certainly seemed a lot more friendly and cheery. As he walked alongm he caught snippets of conversations, discussing what wonderful weather the Pegasi had given them (Hard to argue with that), laughing at the antics of young fillies and colts or how they should always be looking up whenever somepony called Pinkie Pie started twitching. He decided not to read too deep into that.

He recalled some little things he'd learned about the settlement in _A Gentlecolt's Guide to Equestria. _It had been founded by Earth ponies in the early days and held many long and proud traditions, including Winter Wrap-Up and The Running of the Leaves. It was getting close to autumn, so that was bound to be starting soon. That would be interesting to watch.

A few noteworthy locations included Sweet Apple Acres, owned by the Apple family and the only makers of Zap-Apple Jam in Equestria, the Carousel Boutique, a fine provider of clothing and fashion for mares and stallions and the Everfree Forest, a place full of strange and unnatural things. Like clouds moving on their own and animals taking care of themselves.

Dusk found that a little fascinating. Best stay away thought, he'd heard about the dangers the forest held: manticores, cockatrices, there were even rumors of a Hydra, lurking in Frogbottom Swamp. Yep, steer well clear of that.

His stomach rumbled suddenly. He hadn't had any lunch yet. Looking around the marketplace, he spotted a nearby applecart, tended to by an orange Earth pony. Might as well.

As he approached the cart, he got a better look at the seller. Her fur coat was a sunset orange, with her blonde mane and tail tied up at the ends. She wore a brown, slightly battered stetson hat, that just added to the whole farm girl look. It suited her well, to say the least.

She gave an honest, friendly smile as Dusk approached her. "Well, howdy there. What can ah getcha?" she asked, her voice having a Southern twang to it.

"I'll take one apple, please," Dusk answered, politely. He reached into his bag and pulled out some money.

"Comin' right up." She flipped an apple onto her muzzle, flicking it in his direction. "That'll be one Bit."

"Certainly," he said, catching the apple with a spell and handing her a gold coin. "Thank you, miss." Even if nopony cared what he had to say, that didn't stop him being polite. He turned and was about to head off when...

"Hey, you're new in town, ain't ya?" He turned back to the farm pony. She still had that smile and was still looking at him.

"Are... are you... talking to me?" asked Dusk, unsurely.

"Well, 'course ah am. Sure as hay ain't talkin' to the apples." She laughed a little at her own joke. "Why wouldn't ah wanna talk to ya?"

"Um... well... you see..." He stopped himself. Back at Canterlot, nopony never spoke to him. They just let him be alone, after they learned he was nothing special. She would learn eventually too, but he might as well enjoy it before she did. Besides, it would be rude not to. "Actually, never mind. Yes, I am new here."

"Figured as much. Ah ain't seen you 'round here before." Her smile seemed to brighten as he walked back. "Where ya from?"

"Canterlot."

"Well, hot dang! That's some pretty fancy livin'! What brings ya to our lil' patch-a Heaven?"

"I guess..." He paused, looking for the right words. "I guess I just needed a change of scenery. Get some country air, so to speak."

"Well, ya certainly came ta the right place." She held out a hoof. "Name's Applejack."

"Dusk Noir," he introduced, as she shook his hoof enthusiastically. It was still shaking a bit afterwards. "It's a pleasure to meet you."

"Pleasure ta be met." She laughed a little as he stopped his leg moving up and down. "Well, let me the first ta say 'welcome ta Ponyville,' friendliest town you'll ever see. Anytime ya wanna have a chinwag, come on down ta Sweet Apple Acres. We're always happy ta make new friends."

"Maybe I will." He couldn't help but smile at her honesty and hospitaility. "Okay, I'd better get along to my new lodgings. See you around, Applejack."

"Hope so. Have yourself a nice day now, ya hear?" She waved at him as he left the marketplace, heading off where his new home was located and munching his apple.

As he walked along, he noticed that he was attracting a little bit of attention from the local populace. A few ponies, as they passed by him in the street, gave him friendly smiles, or even waved when they saw him. He felt a little embarrassed at the attention, but he guessed it was to be expected.

It was a relatively small settlment, so a new pony in town would be sure to turn some heads, at least for a while. Soon enough, he thought, they'd lose interest in him and he would return to being the silent drifter, that no-one even spared a second glance for.

He brushed those thoughts aside for now, as he reached the fringes of the main part of the town. Turning right from the path, he approached the door to his new home. It was modestly sized and kept up the pleasant aesthetic of the other buildings. Well, it certainly looked nice anyway.

Dangling from the side was the key, on which a small note had been attached. It simply said _Welcome! _Again, he found himself smiling as he slipped the key in the lock, turned it and opened the door.

It was just as pleasant on the inside as the outside. He looked around to see it had all the essentials: a living room, with a fireplace, a kitchen-joint dining room and a small study, complete with desk and bookcase. Upstairs housed a small bedroom and a bathroom just opposite.

Not too shabby, he thought to himself, setting his bag down and opening it. He set his oddly shaped stones on display at the window of his study, as well as his quill on the desk and the books he owned on the shelf. Well, that was unpacking done.

Deciding he might as well catch up on some reading, he pulled down _Creatures of Equestria _from its place on the shelf, walked to the living room and set it open at the place he had marked it at.

_Dragons _was this particular segment. It was one of the few books in Equestria that contained an even partial study on them. Due to their fierce nature, nopony had managed to successfully study dragons without being scared off.

He came across the part documented about their young, wherein even baby dragons were remarkable. From an early age, dragons could speak fluently, walk without problems and be capable of learning. Any foal would have to be at least three years old before they could even trot without tripping.

His mind drifted again to Twilight Sparkle. She always had that dragon running around after her. He'd heard some ponies talking about him back at the school. What was it... Spike, yes that was his name. He wondered how long she'd had him, where had she got him from and what he was like. He would be able to ask tomorrow.

A feeling of nervousness and excitement gripped him again. He was _actually _going to see her, talk to her and work with her. Even if she had new friends, maybe he could still be hers. All the things they could talk about! She'd be able to show him what she'd learned from the Princess, he would share what he learned with her. It was going to be great!

But the doubt returned. Or maybe she wouldn't even talk to him. Maybe she would just have him work in silence, just getting on with it right after he said 'hello.' She would be his boss, after all. What if he was wrong about her? What if they were nothing alike? If it didn't work out, he could always find somewhere else to work. Or go back to Canterlot...

He sighed again. Yeah, that sounded a lot more realistic. Sadly, he returned to his reading.

He didn't know how long he'd sat there for, but by the time he reached the section on _Cockatrice Survival Tips, _the sun was just touching the edge of the horizon. He'd speant the whole afternoon, in this new town, just sitting here.

"I could at least go for a little walk," he said to himself outloud. "Better than just sitting here. And I really need to stop talking to myself."

Placing the book back on its shelf, he exited back out of the door, locked it and set off back towards the centre of town, still recieving the odd smile or wave from passing ponies. Some, he even returned.

As he trotted along, he saw a rather unusual sight. In came in the form of an Earth pony, with bright pink fur and a mane and tail that made him think of cotton candy. She was bouncing along like she had springs attached to her hooves and had a bright, cheery smile upon her face.

Everypony seemed to brighten up themselves a little as she pranced along, as she bid an enthusiastic 'hi' or 'how ya doin' to anypony close enough. Then, as she was close to Dusk, her tail started to twitch and she stopped.

"Uh-oh!" She still said this in her high pitched, bright voice but with a hint of worry. Everypony backed away from her. Curious and it made him think back to something.

"Excuse me, are you Pinkie Pie?" he asked her.

"Yep, that's me!" She raised an eyebrow. "Hey, how did you know? I've never seen you. Are you psychic? That's it! You're psychic! Ooh, ooh tell me what I'm thinking right now!"

"Um..." He wasn't quite sure how to respond to that. "No, I'm not psychic... I just had a hunch."

"Nope, wrong! Not even close!" What in the name of Celestia... "Come on, try again!"

"Look, I'm-" He stopped as he heard something from above. "Would you happen to be thinking that I should move one step to the left?"

"Oooh, so close! I was thinking one step to the right!"

"Right, okay. Hold on..." He stepped to the right, just as a piano hit the spot he'd been standing in seconds before.

He looked up to see a flying removals van, manned by a few Pegasus ponies. The larger one, no doubt the guy in charge, scolded a grey one, with a blonde mane. The guilty culprit, thought Dusk.

"Sorry about that!" he called down.

"It's okay, just as long as nopony got hurt!" Dusk shouted back. He looked back to Pinkie, who was peeking around the debris. "You alright?"

"Yep yep yep! That was a close one!" She turned about face. "Well, gotta get going! See you later, Mr. Psychic Pony!"

"Thank you, Miss Pie. I'm-"

"Don't tell me your name! I wanna see if I'm psychic too, maybe I'll figure it out! I love guessing games!" She resumed her prancing. "Gotta dash! See ya later!"

"Alright, watch out for anymore... falling pianos." He couldn't quite believe he'd said that.

"Okie-dokie-lokie!" And she was off, bouncing along like nopony's business.

He still didn't know how quite to react to something so.. random. So, he did the only thing that seemed sensible at the time: he laughed, a smile plastered on his face as he walked back into the marketplace. It only grew wider when he saw the only other pony he'd spoken to that day.

Applejack looked to be closing up her stall. The baskets and shelves were empty and she was busily folding up the applecart, flipping the boards shut and moving on to the canopy, collpasing it inside the rest.

That looked to be a nice, simple and stable life: farm the apples, sell them in various forms, then head home. It at least made her important and got her involved with ponies. Dusk felt rather envious, almost wishing he lived like that.

He laughed a little at the mental image of himself, sitting under a tree, perhaps chewing on a piece of hay, just watching the world go by, before getting up to do some applebucking. Somehow, he couldn't quite picture himself doing that.

He was about set off once more, just in any direction when...

"Dusk! Hey, Dusk!" He looked to see that Applejack had attached the cart's harness to herself and was waving at him.

Again, he felt surprise. She _still _wanted to talk to him? Hadn't she realised by now how uninteresting he was? He guessed it was too early for her to learn that yet. She would, soon enough... Still, it would be rude to ignore her, so he trotted back over.

"Back again for more, huh?" She smiled at him. "Sorry, all sold out ah'm afraid."

"It's fine, I... I wasn't hungry," he mumbled.

"Ah'm jus' messin' with ya, Dusk." Her smile became a little more sympathetic. "Where ya headed?"

"Um... nowhere really," he answered simply. "I'm just... wandering. It's one of the things I like to do."

"Well, how 'bout ya walk with me? I jus' gotta haul this on back ta the farm and ah could use the company."

Was she being serious? She really thought he was good company, enough to walk however far to talk to? Well... at least, this way, she would learn more quickly, and it wasn't like he had anything better to do. Even though he probably wouldn't openly admit it, he was starting to like her.

"Um... sure." Dusk walked to her side, matching her stride as she towed the cart along. Okay, conversation, he thought to himself. "You.. managed to sell all of your apples then?" Was that really the best he could come up with? Fortunately, she didn't notice what an obviously stupid question it was.

"Sure did, made a nice lil' bit-a money from it too. Ya won't find better apples than ones from Sweet Apple Acres." She turned to look at him as he walked. "Did ya enjoy your apple?"

Okay, so they were getting somewhere. "Yes, I did. You are right, I don't think I've tasted a better apple in all my life."

"Well, that's nice of you ta say so," she said sincerely. "How has ya firs' day in Ponyville been then?"

"I can't really say. I... well, I didn't really do very much." He almost felt ashamed admitting. "Came to my house, unpacked, made myself comfy with a book and didn't come out until... well now."

"No problem with that, jus' so long as you enjoyed yerself." She chuckled a little. "'Sides, ya can't really call this 'your firs' day' here, ya _did _come pretty late in the day. Ah'm sure you'll get more done tomorrow."

"Yeah, you're right." This might be worth bringing up. "It wasn't entirely uneventful. I did run into this rather..." He paused, searching for the right word. "... unique pony, and narrowly avoided having a piano dropped on my head."

"This 'unique' pony, her name ain't 'Pinkie Pie' by any chance?"

"Yes, it was. You know her?"

"Dusk," she began, sniggering a little, "chances are if ya find a pony in this town who doesn't know Pinkie Pie, they're either new or had their heads stuck in a hole in the ground."

Dusk laughed at that. "I know what you mean. Is she always like... you know... hyper, all the time?"

"Hyper ain't the half of it, but that's our Pinkie Pie." She gave Dusk a reassuring look. "Don't worry, you'll get used ta her."

"I suppose so." He had a look at their surroundings.

They had followed the country path, white fences lined on either side of the road. Beyond them were miles and miles of apple trees, all of them baring the glint of freshly grown apples, just waiting to be picked. It really was quite beautiful, especially in the glow of the setting sun.

"Ain't it somethin'?" She was looking fondly in the same direction he was. "There ain't nowhere else ah'd rather be than here."

"I find it hard to argue with that," he agreed. "It really is a beautiful sight, all of those trees. You must be very proud, of the work you do."

"Ah am, all ma family is. It can be tough, demandin' and exhaustin' at times, but it's always worth it." She looked up the path. "Ah, here we are!"

He looked up as he passed under a wooden arch, vines growing all over it. Up ahead was a large barn, that looked like it was also the farm house. Chicken coup, a well, cornfields. A good farm by anypony's standards.

"Well, better get this inside," Applejack said, heading towards the barn-house. "Thanks for the company Dusk, nice talkin' to ya."

"It was nice talking to you too," Dusk replied, knowing she was just saying that to be nice. "I'll... see you around, I guess..." He turned to leave.

"Hold on a sec. Have ya had any dinner?" He realised that he hadn't. He hadn't gone and done any shopping yet, so he'd have nothing in. He shook his head. "Well, why don't ya help yerself to some apples from the orchard, on the house? We got plenty ta spare."

"Oh no, Applejack," he flushed. "I... I couldn't ask that of you. I can pay for them..."

"Trust me, it's fine," she assured, giving him that honest smile again. "Anythin' ta help a new friend."

Even though he knew that she was probably bored out of her mind with him, that she was doing this to be nice so it wouldn't be so bad later, Dusk couldn't help but smile. She considered him to be her friend. Even though it wouldn't last, he still felt good inside from it.

"Thank you, Applejack. That's very kind of you."

"Anytime. Enjoy 'em, it's what they're grown for. G'night, sleep well." With one last smile, she turned and walked to the barn, towing her cart behind her and humming a country tune.

On his way back, Dusk used his magic to pull down about five apples from their branches, munching on them gratefully as they filled his empty stomach. But there was more than chunks of fruit that made him feel good.

He didn't dare hope too much, just in case things changed and went back to how they should be, but had he really just... made a friend? When, from his perspective, he'd done so little, offered so little?

An inkling of hope began to grow inside him, from this experience. As Princess Luna brought out the moon and stars, bringing her vigil of darkness across Equestria, it soon grew as big as the orb that shone above him. It was still there as he climbed into bed, drifting into a peaceful sleep.

The hope that he could become more than he thought. That he could offer more than he thought. That Twilight Sparkle would be... his... friend...


	4. Starting Off

**Starting Off**

Just as first light began to break over the horizon, Dusk awoke and rose from his bed. He immideately got up, had a quick shower, combed his hair as neatly as he could, though it still stuck up in places, had a quick breakfast of the remaining apples Applejack let him have and was soon ready to go, butterfiles fluttering in his stomach.

He began to trot in the direction of the main town, as other ponies also began rising from their beds and leaving their homes, to start the new day. A new day, a new start, a new job, in his case. This was it. He was finally going to speak to Twilight Sparkle.

His thoughts were in a whirl: what would he say first? What would she think of him? Did his mane look neat enough? Was it too neat? First impression, Dusk, first impressions count.

He calmed himself as best he could, if only to control his breathing. The library of Ponyville was soon in sight. It had been built into the body of a large tree, showing the Earth pony talent to blend architecure with nature. With a little bit of Unicorn magic, of course. Three balconies emerged from different parts of the tree, one of which had a telescope set atop it, pointed skyward.

He approached the red door, which had a candle painted on it and, slowly, pushed the door open. It felt rather comforting, to step once more into the rows of books he had become familiar with. A whole new library to learn.

Nopony around, as far as he could see. He could smell cooking eggs, drifting from one of the doors. They must just be having breakfast, he thought. He started to have a look around.

All of the essential sections were here: science, magic, history, Little Ponies, fantasy, everything that a good library needed. His eyes swept over the many coloured volumes, large and small, thick and thin. Some he'd read before, some he'd never even heard of. He wondered what exactly he'd be doing, what job he might have...

Lost in thought, Dusk heard a door open and turned, to see a small dragon emerge through it. His scales were a light purple, spines were green and his underbelly was a sort of jadeish colour. He also had a white chef's hat on his head. Okay.

"I thought I heard somepony come in," he remarked brightly. "Can I help you?"

"Um... yes," Dusk replied, wondering why he didn't know who he was. "I'm... I'm starting work here today. Second asisstant?"

"Oh right yeah, I remember now! Dusk Noir, right?" He nodded, relieved that he recalled correctly. "Sorry about that. I'm Spike, good to meet ya!"

"Likewise, Spike," said Dusk politely, shaking the dragon's claw.

"Yeah, you're here a little earlier than we expected." Was he? Darn it!

"Er... early bird, as they say," he chuckled nervously. "Sorry, I can come back later..."

"Don't worry, it's fine," he assured him, smiling brightly. "Way to make a good first impression, Twilight's gonna be impressed." he murmered appraisingly.

"R-really?" That worked out well then, he thought.

"Of course! Come on, I'll take you to meet her." He led the way, calling into what Dusk assumed was the kitchen. "Hey Twilight, the new guy's here!"

"This early?" His stomach jolted has he heard her voice. "Wow. Show him in then, maybe he'd like to join us."

"Already doing it!" He turned back to Dusk. "We were just about to have breakfast, you wanna have some?"

"Thank you, but... I wouldn't want to impose on you..." he muttered shyly.

"Don't worry about it. Come on!" Without waiting for an answer, he continued to lead him into the kitchen.

And there she was, sitting at a table by the window as the sun streamed in around her. His memory of her hadn't done her justice. She looked up, saw him and gave him a friendly smile. Dusk could only stand in the doorway, completely dumbstruck.

"Good morning," she greeted. "It's Dusk, isn't it?"

"Huh?" He slapped himself mentally. The first thing he says to her and it's the stupidest thing he could have said. "I mean, uh... yes. I'm... I'm Dusk."

"Well, it's nice to meet you Dusk. I'm Twilight Sparkle."

_I know, _was what he wanted to say. _I've known who you are for years. I've always dreamed of just speaking to you, hoping you'd be the only pony who might find me interesting enough to call my friend. You have no idea how nervous I am right now, how happy that I'm finally talking to you. _Instead, what he said was:

"It's... it's good to meet you too, Miss Sparkle."

"Come on in, have a seat." She gestured to the empty chair across from her. "Spike was just making an egg omlette."

"I guessed," Dusk laughed nervously again, taking the seat indicated. "I did have some breakfast but... well, it wasn't a big one... just a few apples."

"That's no good!" he heard Spike call out. "Don't worry, I'll make you some proper breakfast in just a few minutes."

"Thank you again, this is... this is very kind of you, letting me eat breakfast with you, Miss Sparkle."

"No problem at all," she told him, still smiling. "Gotta have plenty of energy for your first day of work, right?"

"I suppose so, Miss Sparkle." He sniffed the air again. "It... it certainly smells... good."

"Oh believe me," Spike said, standing proudly. "You haven't tasted anything until you've eaten some of my omlette."

"Spike," Twilight said sternly, "you do remember that it was Applejack that gave you the recipie for that omlette in the first place, right?"

"Of er... of course, but I'm the one cooking it, aren't I?" he reminded her.

"I suppose so," she conceded. She turned back to Dusk. "So, you've come here from Canterlot, isn't that right Dusk?"

"Yes, Miss Sparkle. I just arrived here yesterday."

"Dusk," she said, giggling a little. "You can drop the formalities. You don't have to keep calling me 'Miss Sparkle' all of the time. You can just call me Twilight."

"Oh! Um... er..." Now he felt like an idiot. "Sorry Miss Spark- Twlight!" He could feel his insides flutter as he spoke her first name. "I just er... well, seeing as... you're gonna be... you know, my boss... I didn't want to appear... presumptuous... or rude..."

"That's quite alright," she assured him. "It's good that you started off so politely, at any rate. And, while I am in charge technically, I don't want you to think of me as your boss, not fully. I was hoping that, in time, you'd come to think of us as friends."

Dusk felt his eyes grow wider. Twilight Sparkle, the pony he'd wanted to talk to almost all of his life and one of the wielders of the Elements of Harmony, was already considering him to be her... friend?

Him, the most dull, uninteresting and boring unicorn to have ever set foot across Equestria. He didn't want to get his hopes up yet but... this was turning out better than he'd expected.

"R-really? You'd... consider me a friend?" _Of course not, don't be silly! I was just joking with you, now get to work and don't say a word. _That was what he expected her to say. Instead...

"Of course." He had to try and control the wide grin that threatened to come onto his face. "I'm sure that you and I are going to get along just fine."

That grin won the battle and spread across his face. Twilight giggled at that, but he didn't feel embarrassed anymore. He didn't want to get his hopes up too high but... this was great!

Spike arrived with the omlette halves and set them down. He was right, it was good. And it had come from Applejack apparently. He felt another warm feeling of gratitude to the country pony and smiled as he ate.

They ate in a comfortable silence and, when they were finished, Twilight rose from her chair, Spike began to clear up and Dusk followed Twilight into the main part of the library.

"Right, we've got plenty of things to do today," Twilight said, turning to him. "While Spike is cleaning up, would you start sweeping the floor Dusk?"

"Certainly Miss Spark- Twlight!" He blushed a little as he giggled. "Sorry, gonna have to get used to that."

"It's fine. The brush is over there in the corner."

He nodded, picked up the brush with a spell and began to sweep it across the floor, gathering up the dust into a pile in the centre of the room. While that was going on, he noticed Twlight hover a book on magic down to her and opened it.

Still hard at work on her studies, he thought to himself. From what he had heard, even though she had been anti-social, Twilight was truly talented at magic. Most unicorns just used it for simple stuff, like moving things, helping with cooking or playing instruments. Her talents, however, were said to be truly remarkable.

"So Dusk," she began again, looking up from her reading, "you're from Canterlot too?"

"Yes, I am," he confirmed, sweeping in a corner. "I've lived there most of my life, earned my Cutie Mark there, attended Celestia's School for Gifted Unicorns..." He held his breath. What would she say?

"Oh, of course! I thought I recognized you from somewhere." Recognize me, he thought bewildered. What? "I've seen you plenty of times, in the library at the school! You were always at the same table, reading a book or making notes."

"Y-y-you did?" He couldn't believe it. She remembered him! All of this time and she knew who he was!

"Yeah. I thought it was good to see a unicorn as dedicated to study as I was." Her expression changed to a sympathetic grimace. "I'm sorry that I never came over to talk, but I used to think that my studies were more important than making friends."

"It's okay, I understand." He dared to ask: "But... you feel differently about that now... right?"

"Certainly." She flicked through a few pages in her book. "Of course, I still need to keep up with my studies, but I've learned that making friends is just as, perhaps more, important as well."

"That's good," he said, giving her his best smile, which she returned.

"I hope that we'll be good friends Dusk," she said sincerely.

"Me too... Twilight." He then resumed his cleaning, his spirits soaring.

He heard the sound of the kitchen door opening, and he looked to see Spike emerge, drying his hands and his chef's hat absent.

"There we go Twilight, all clean in the kitchen," he reported.

"Good work Spike. You can take a little break now, until Dusk is done sweeping. Is that alright with you, Dusk?"

"Absolutely," he affirmed. "He deserves a little rest. I'll be fine sweeping up here."

"Great!" The dragon immediately leaned against a wall and rested himself against it, dozing off to sleep.

"That's Spike," she giggled, "if he's not working, he's sleeping. He is a baby after all."

Dusk watched for a bit, as he snoozed away peacefully. It certainly seemed like he would be useful to have, as well as being good company. A question formed in his mind from yesterday

"So... how do you two know each other?" he enquired. "I remember whenever you were at the school, Spike would always be following close behind. Was he a gift from the Princess?"

"No, not exactly." Twilight looked fondly at her asisstant. "I had to hatch him from an egg to pass my entrance exam. Then, when Princess Celestia took me on as her protogee, she let me keep Spike as my asisstant. He's sort of like an adopted brother, in that respect."

"I've read that a dragon's main source of food is gemstones," he bought up, piling up more dust. "How do you keep him fed?"

"He'll eat just about anything, but our friend Rarity always keeps some gemstones for him as snacks." Dusk gave an 'ah' of recognition. She looked up from her work again. "What was your entrance exam Dusk?"

"You'd... really like to know?" She nodded. "Well... mine was to regrow the leaves on a bare bush. I managed it, after a... well er... few minutes of trying. I um... even managed to grow some of it's flowers..."

"That's pretty impressive," she commended. "I bet your parents were really proud of you."

"Yeah," he said happily, remembering the smiles on their faces when he'd passed, "they were. Still, you're... way better than me. I mean, you got the attention of the Princess. Now _that _is impressive."

"I will admit yes, I am talented in magic, but you have your own talent. You should be proud of that, and not be discouraged to show it."

"I suppose you're right..." He returned to sweeping, dusting down a table.

He thought about his own unique talent, the one that no other unicorn could do. The one Princess Celestia said he should share with somepony. He glanced at Twilight. What would she think of it, if he showed it to her? Would she like it?

He sighed and shook away those thoughts. She probably wouldn't even be marginally impressed, considering the things she could do. It was best if he just keep it to himself, just as he always had done.

When Spike awoke, Dusk had completed his dusting and had disposed of the offending substance outside. The library certainly looked a lot cleaner. Twilight had then told Spike to show him around the place, and outline what he would be doing.

Spike's duties included cooking, cleaning, fetching books for Twilight, taking notes and writing letters. He told him that these would be split with Dusk, however Twilight saw fit. Dusk, however, would be focusing more on tasks in the library itself, rather than the rest of the household. That was his area.

It sounded simple enough, Dusk thought. He was a quick learner and had memorised where most of the books were kept in their respective sections. If Twilight, or anypony, needed his asisstance, he would be glad to provide it.

It was about the same time that he was re-sorting the books in the biographies section, when Twilight came up to him while he was sorting the pile he had formed next to a ladder. He was so focused he didn't hear her the first time she spoke.

"No, that's for the science section... _Star Swirl the Bearded: Momentous Magician_... that goes here..." He looked up to see Twilight talking to him, and felt rude for ignoring her. "Oh um... sorry, Twilight, just getting... wrapped up in my work..."

"It's alright, I can be pretty much the same," she said with a smile. "Anyway, I'm just going upstairs with Spike to do some magic practice. Can you keep an eye on things down here?"

"I'll do my best," he promised, proud that he trusted her with this responsibility so quickly.

"Alright. We'll be just upstairs, if you need anything." She then turned tail and disappeared off upstairs, Spike waddling behind. Dusk then went back to his sorting, chuckling as he found _The Pony and The Coney, _just underneath _Princess Luna: The Lost Ruler._

Once this task was done, he found himself with little to do. So he picked out a _Daring Doo _book from the adventure section, the first one, and set about reading it. He was re-reading the whole series, they were just that good.

His chance to proove himself came soon. As he browsed the various sections of books, he heard the sound of the door opening. Twilight was still upstairs, doing studying with Spike. He would have to take this.

"Good morning," he said in his politest voice, turning to face the pony. "Is there anything that I can- Applejack!"

"Dusk!" The country pony's face lit up in a bright smile when she saw him. "Well, ain't this a small world? Whatcha doin' here?"

"I work here," he informed her proudly. "Twilight Sparkle's second asisstant, at your service." He was so happy to see her again, he'd rather forgotten how much of a boring pony he was, how disinterested she would be in conversation with him

"Second asisstant huh? How's that workin' out for ya?"

"Oh, it's just great. Both Twilight and Spike have been very kind with me, and welcoming. Plus, I'm working in one of my favourite places in the world!" He realised how pathetic that sounded, flushing a little. "That... that sounds pretty sad, doesn't it?"

"Not at all, Dusk. Ta each his, or her, own, as they say." She gave him that honest smile again. "Ah'm sure y'all be the finest second asisstant that this library has ever seen."

"Applejack. I think I'm the _only _second asisstant this library has ever seen."

"All the more reason that you'll be great!"

"Thank you." He felt warm inside from how honestly, how truthfully she said it. "Now, is there anything I can help you with?" he asked again.

"Ah was wonderin' if y'all had _Collection of Lil' Pony Stories. _It's for ma lil' sister, bedtime stories," she elaborated.

"I think I know where that is..." He trotted over to the Little Ponies section and browsed for C. He found the book in seconds, a short collection of stories for little fillies and colts. His favourite when he was younger.

"Here you go," he said proudly. "I recommend reading _The Story of the Prancing Pony and her Hopping Hat_. One of my favourites when I was a foal."

"Ah'll bear that in mind," she said. "Well, thank ya kindly Dusk, that was some quick and polite service ya gave." She looked past him to the stairs. "Oh, howdy Twah'light, Spike."

"Hey Applejack, I thought I heard your voice," Twilight greeted, as she descended the stairs to meet her. "Did you need anything?"

"Ah'm fine thanks." She looked to Dusk. "Yer new asisstant here has jus' done himself a fine job, gettin' me this here book."

"It was just getting a book..." he mumbled modestly.

"That doesn't mean ya can't give yerself a pat on the back for a job well done," she said.

"I guess..." He returned her smile. "So... do you two know each other?"

"Of course. Applejack is one of my best friends," Twilight informed him fondly. "You'll never find a more honest, reliable pony anywhere."

"Well, that's mighty kind of you ta say so, Twah'light," she said gratefully.

"Wait a moment," Dusk said, before he could stop himself. "If you two are friends, that means that..."

It hit him in that instant. He'd seen Applejack before. On the stained-glass window, using an Element of Harmony. And he would bet money it was the Element of Honesty. He'd been talking to another of the wielders of the Elements and he'd never even known it.

"'Must mean'... what?" Both Applejack and Twilight were looking at him quizzically.

What should he say? What would they do if he knew what power they had, what they had done? Would they see him as some screaming fan-colt? Would they think he was no longer worthy to be their friend?

"Must mean..." He had to think, what could he say? "Must mean... we're gonna get along even better!" He said that a little louder than he'd intended. "I mean... the two ponies I've met are um... already good friends. So um... that's good..."

They looked at him oddly. Could he blame them? Would they buy it? For a minute, it looked like they weren't going to believe him. Then, Applejack spoke up.

"Yeah, ah guess it is. Didn't think about it like that."

"Me neither." Twilight then smiled. "I'll have to introduce you to the rest of our friends, I bet they'd love to meet you Dusk."

"Do you... do you really think they would?" Her friends, who no doubt wielded the other Elements. There was no way he'd be able to fit in with them but... there was always hope.

"Sure they would. Anyway, Dusk," she said, brusquely but still kindly, "I also came down to ask if you would get some more parchment from the stationary store? We've run out."

"Of course Twilight. But I uh... don't know where it is..." He should know his way better around town.

"Ah'm headin' off now, ah could show ya the way Dusk."

"You would? Thank you Applejack," he said sincerely. "I'll be back in a few minutes," he told Twilight.

"No problem." She then turned to leave. "Well, bes' be off. Lots ta get done taday. Have a nice day y'all!"

"Don't worry," Spike called as he left with Applejack, "we'll hold the fort until you get back!"

"Good to know," he replied, shutting the door and joining the cowpony at a gentle pace.

"Jus' follow me Dusk, ah know this town like the back-a ma hoof."

Dusk walked beside her, in a comfortable silence as she led the way. Someponies still greeted him as he passed them by on the street, but he liked to think he'd gotten used to it.

As he walked, he looked at Applejack. He could still hardly believe that she was one of the ponies who wielded the Element of Honesty. That meant that therest of Twilight's friends also had power over the others. This was something he'd never expected.

While he didn't want to seem too hopeful, he thought he'd hit it off quite well with both of them. They at least seemed to like him, or just tolerate him. Maybe after they realised he was nothing special, certainly not an Element of Harmony, they'd leave him on his own.

"You alright Dusk?" He looked up to see Applejack, gazing intently at him. "What's eatin' ya?"

"...Nothing..." he said resigndly.

"Sure don't look like nothin'," she insisted. "Ya look like a pony with somethin' on his mind. Wanna talk about it? That's what friends are for."

"I wouldn't know," he murmered, before he could stop himself. He slapped himself mentally when he realised that he had.

"Hey now, what do ya mean by... oh." She looked so sympathetic, so pitying. It made Dusk feel ashamed. "Ah guess... y'all have never had any friends, have ya?" He nodded. "Aww Dusk...How come?"

"If you don't mind I'd... I'd rather not discuss that..." he muttered, not looking her in the eye.

"Look at me." He did so. She had that honest smile again. "Ah dunno how it's been with other friends y'all might have had, but for what it's worth, ya have a friend now."

He knew he was just saying that to be nice, to make him feel better. But it still worked. He returned the smile. "Thank you."

"No problem." She continued to lead him, her smile still warming him inside.

She really was doing her best to make him feel better about being here, to make him feel like he was accepted. It would just be even worse when she eventually lost interest, left him alone...

Still, it would be fun while it lasted. To pretend that he had friends, even though he knew they'd get bored of him soon enough. After a few more minutes, Applejack spoke up.

"Well, here we are, jus' like ah promised." She gave him a tip of her hat. "Good seein' ya again Dusk. Have a great day."

"The feeling is mutual, bye." He was just about to enter when...

"Hey Dusk." He turned back around. Applejack had that sympathetic smile again. "Jus' remember, if ya ever need ta talk about anythin' jus' give me a heads up. Anythin' at all, okay? You are new around here, so ah understand how nervous ya mus' be feelin' Jus' remember, ah'll be here ta talk if ya need it."

"Um..." There wasn't much he could say in response to that. She certainly was perceptive. And kind. "Thank you. I'll remember."

"Good. See ya around, sugarcube." He felt the blush come to his face as she walked off. Never been called that before. He would be sad when she stopped talking to him. She'd been so nice to him. So had Twilight.

Still with a smile on his face, he stepped inside to buy the much needed parchment... for a much needed friend.


	5. My Mistake

Okay, first a few acknoweledgements. RU771AN, SiliconLifeForm, Worldspinner, Supreme Phoenix King and starbursttechno. I'm glad that you're all enjoying my story so far. Your reviews are much appreciated. Dusk also thanks you, means a lot to him.

I've got plenty more coming up, so don't go anywhere. On with the tale!

**My Mistake**

The rolls of scroll and parchment placed in his saddlebag, Dusk walked back the way he came, returning to the library as quickly as he could. He didn't want Twilight to think he was being lazy.

He was sure that he had made a good impression so far. He'd done all of the work he'd been given to the best of his abilities, had been polite with somepony that needed help. Things were going well so far.

But the day wasn't over yet. He needed to make sure he did everything as best he could, not make any mistakes. Just one slip-up could mean disaster and his job would be over before it even started. Then he'd have to leave. He didn't want to go back to Canterlot. He'd lose his friends.

No, he told himself, they weren't his friends. For now, they were, but they were just being nice to him because he was new. Once he was around for long enough, he'd be alone again, soon enough. They'd stop talking to him, pretending to put up with him. He'd be alone. That would be fine. He had to stop thinking of them as his friends, or it would hurt even more when they left wouldn't mind, when it happened...

So, why did it make him feel sad when he thought about it?

He shook his head, clearing his head as he neared the library once more. As he approached the door, he could hear Twilight's voice on the other side. She was talking to somepony. He heard her say his name.

He pressed his ear to the door, quietly, his curiosity piqued

"... been great so far," she was saying. "He was here early, he's done the sweeping, sorting and he was really polite."

"Oh, well he sounds positively charming. I shall be very glad to meet him." said the other voice. It was well-spoken, with a slight English accent. Kind of like what he'd hear in Canterlot. "Where is he now?"

"He just went to get some parchment from the store," he explained. "I'm sure he'd like to meet you. But..."

"But? But what?" Yes, Dusk was eager to know as well. Had he done something wrong?

"Well... he seems... shy, timid, almost." His stomach dropped. He should have acted with more confidence.

"There's nothing wrong with that," the other dismissed. "Look at Fluttershy, she's shy but she's still an absolute dear. I'm sure this young colt will be no different."

"I suppose so," Twilight agreed. "I just want to be careful. It seems like if he makes one mistake, he may lose what little confidence I think he has. He should be back in a few minutes, you can meet him then. Just be friendly with him."

"Oh Twilight darling, what made you think I wouldn't be?" Twilight must have frowned, because her voice became more serious. "Don't worry, I shall bear in mind what you've said. You have my word."

"Good. He does seem nice enough, but shy. I'm sure it'll get better the longer he's here."

Well, at least he knew now they were acting friendly to make him feel welcome. He didn't know if they actually wanted genuine friendship with him, or if they would just get bored of him later. Still, it was nice that they were taking time to be friendly.

Deciding he'd eavesdropped enough, he stepped through the door. He could see Spike at work near a shelf, whilst Twilight was there at the centre, with another unicorn. Her fur was a bright white, her mane and tail a dark purple. It was well styled and cared for, showing she evidently looked after her appearance, to look as... well, beautiful as possible. It made him blush to think that she certainly succeeded.

Dusk also couldn't help but notice that, every now and again, Spike would look up from his work, sigh and stare longingly at her and resum with a merry tune being hummed. Looks like somepony, or dragon rather, is a little lovestruck, he thought with a smile.

"I'm back with the parchment, Twilight," he reported, levitating it to her.

"Thank you, Dusk. I really needed this." Her grateful smile made Dusk feel warm inside.

"Oh, so this is Dusk, is it?" The unicorn stepped forward gracefully. "Twilight was just telling me about you. It's a pleasure to meet you, dear."

He felt himself flush a little when she called him 'dear.' He calmed himself mentally. Remember your manners Dusk, he told himself. This unicorn obviously appreciated what most would call the 'finer things.'

"It's... it's a pleasure to meet you too, miss," he greeted, inclining his head politely.

"Twilight was right, you _are _polite. I wouldn't expect less from Canterlot gentlecolt." She offered him a dainty hoof. "My name is Rarity, I own the Carousel Boutique."

"It's... good to meet you, Miss Rarity," he responded, shaking her hoof gently. His face must look like a tomato. "I uh... I wouldn't call myself a uh... a gentlecolt. I just umm... like to be... polite."

"Nevertheless, that is an admirable quality of any young pony. I think you and I are going to get along just fine Dusk," she decided, fluttering her eyelashes at him.

"Um... good..." he mumbled, his face flushing further. "So er... Twilight, is there... anything else you'd like me... to do?"

"Actually," she said, giggling a little, "there's some books down in the basement I've been meaning to sort for a while now. Would you get them and bring them up, so we can get started?

"Certainly." He inclined his head to Rarity again. "If you... would excuse me, Miss Rarity I have... duties, to attend."

"I understand, no rest for the wicked," she nodded. Dusk headed for the stairs. "Oh, and Dusk?" He looked back. "Just 'Rarity' will do. I thank you for being so courteous though. It's rare to meet a pony who remembers his manners as easily as yourself."

Dusk gave one last nervous chuckle and smile, before opening the door and descending to the basement below. He could make out the shapes of various scientific machines, no doubt Twilight's. Most of it looked pretty sophisticated; brain-wave reader, anomaly detector, magical scanner. It made him wonder where she got them all.

As he searched for the books, his thoughts turned to the unicorn he'd just met. Rarity was certainly a pony that appreciated class and sophistication. She would definitely fit right in at Canterlot, he could tell already. He'd got off to a good start with her, at least as far as he knew. He only hoped he could make the same good impression on the rest of Twilight's friends. Even if they were going to get bored of him, he at least wanted them to think well of him when they did.

He remembered the way she looked at him, a sort of studying look. She'd also fluttered her lashes at him, called him 'dear.' She didn't find him... attractive, did she? If she did, her standards weren't exactly high. Dusk considered himself to be modest-looking at best, so he ruled that out. Maybe it was just her way of being friendly, she wasn't actually trying to flirt with him.

He soon found the books, various old volumes coated with dust and cobwebs. These were certainly old, but would no doubt be interesting. The majority, he could tell, were biographies or historical records. There were even a few rolls of scroll, yellowed with age.

Carefully levitating them with a spell, he piled up the majority and began to carefully carry them upstairs. It was only after he began nearing the top that he realised the books were heavier than he first thought. He had to put most of his concentration into maintaining the spell, only briefly looking up to make sure where he was going. He then emerged back out into the main body of the library.

"Oh my!" He heard Rarity exclaim, with a hint of disdain. "Those certainly look... dusty."

"Do you need any help, Dusk?" Twilight asked him.

"No thanks... I'm fine..." He glanced to look at her and, because he did, he didn't see Spike's tail, as he bent below a bookshelf.

He tripped on it and lost his footing, wobbling to the side. He couldn't keep his concentration, he was losing them... and they toppled, crashing down as Dusk hit the floor. He wasn't sure what hurt more, the pain as he hit the floor or the shame of his stupidity.

"Dusk! Are you alright?" Spike helped him up.

"I'm fine... did my books-?" He turned to see his misdeed and felt his stomach plummet.

Twilight was fine, bar some shock at all of those old books lying on the floor. However, most if not all, of the books had landed on top of Rarity. She was now digging herself out of the pile, her neat fur coat now covered in dust and her styled mane was frayed, no longer pristine.

"Agh! Dust! Get it off me, get it off me!" She looked at her mane, her eyes wide with terror. "Oh, Celestia my mane! My mane! Oh, I look a mess! A travesty! Of all the things that could possibly happen, this is the worst! Possible! Thing!"

"Rarity," Twilight attempted to console, "it's alright, it's not that-"

"It is, oh it is! This is simply, absolutely awful!" She narrowed her eyes at Dusk and he recoiled.

It all sunk in gradually: this was all his fault. He should have paid attention to where he was going, should have been more careful with those books, should have accepted help. Now, not only had he screwed up on his first day,, damaging priceless books, but he had left a bad impression on one of Twilight's friends. There was no way she'd even want to talk to him now. He couldn't even stand to look at her.

"I-I-I'm..." he stammered pathetically. "I... I... I'm sorry!"

Without waiting for further beration for his obvious stupidity, he did the first thing that came to his head: he ran. He didn't know where he would run to, or how far. He just had to get away, to be alone. He thought he heard them calling him, but he didn't want to hear it.

He just ran.

* * *

He finally stopped. He looked up. He stood in a meadow, alone. The sun was still high in the sky, birds still chirped in the trees. It was like they were mocking how unhappy he felt, how pathetic he was.

Why had he let himself hope like that? Not only was he an uninteresting pony with no friends, but he couldn't even do a simple fetching-and-carrying task right. He'd ruined it. Ruined any chance that he might have had to finally have a friend.

What was the point? Why had he even tried, even dared to hope, for just a few minutes, that he could have done it? The only unicorn, the only pony, he at least thought he could relate to and he'd stomped out those chances.

No doubt Applejack would hear about this. Once she did, she'd realise how much of a useless clutz he was and stop talking to him. To be ignored was one thing, but to not be talked to because everypony didn't want to... that was even worse...

Hanging his head in shame, shaking away the tears that threatened to fall, he decided to do something to help himself. He tapped into the unique magic that he possessed and began to weave the shapes out of the colours.

He formed the three of them: Twilight, Applejack and Rarity. They all were enjoying themselves, laughing and talking. Then, Dusk made a puppet of himself. His ran up and tried to join them. But he tripped as he ran, falling into mud.

They all laughed and scorned at how obviously pathetic he was. Then, they faded away, leaving him alone. The Dusk-puppet looked up, tried to find them. Then, he sank to his knees, burying his head in his forelegs.

Dusk canceled out this one too, realising how much worse he felt, and just began doing shapeless colours, making them dance and twirl in the air, leaving sparkling shades behind them. It at least made him feel a little better. He was so engrossed, however, he forgot to check he was truly alone.

Once again, he was discovered.

"Woah... that was awesome!" He jumped at the voice and spun around. But there was nopony there.

"Who- what...?" He checked again. Had he imagined it? "Um... somepony here?"

"Duh? Up here!" He looked up, to see a pegasus pony resting on a cloud. How could he be so stupid as to not check the sky?

Before he could berate himself further, the pony leapt down to meet him. Her fur was a bright blue, in contrast to his darker coat of the same colour. Her mane and tail, curiously, had the pattern of a rainbow on it. It was windswept and slightly ruffled, indicating that she regurlarly flew at high speeds. There was a certain confidence and self-assurance that she had about her.

Though he didn't like being without a good description, there was no other word for it: this pony was _cool. _And she'd seen him.

"Hey, how come I've never seen you around here before?" she asked suspiciously.

"'Around here?' Is this your spot?" Great, screwed up twice. "Am I in your way? I'm sorry I'll... just go..."

"Wait a sec, I was only asking." She chuckled a bit. "Relax, I won't bite. Guess you're new, huh?"

"Um... yeah..." he mumbled, quietly.

"Cool, nice to meet ya!" She held out a hoof. "Rainbow Dash is my name and speed is my game."

"Dusk Noir..." he responded, shaking it. "Good to meet you, I guess..."

"Hey, you alright? What's up?"

"I uh... I don't want to... talk about it..." He sighed. He might as well let her know in advance. "You wouldn't want to talk to somepony like me..."

"Are you kidding?" she asked incredulously. "A pony who can do awesome magic like that, why wouldn't I?"

"You... you think my magic's... awesome?" Was she just saying that for a joke? How could a pony like her think his magic was in any way good?

"Of course! The way you move those colours around, spinning and twirling 'em as easy as anypony can walk? That's pretty cool." She raised an eyebrow. "How's nopony ever told you that before?"

"Um you see... the truth is..." He sighed again. He might as well tell her the complete truth. Except the Celestia bit. "I've never shown anypony that before. I've just thought they might think it was weird... or stupid..."

"Well, I don't." First Celestia, now her? She sounded so genuine, he found himself believing her. Found himself smiling. "There, you see? Hey, I've got some friends who'd love to see that, let's go find 'em!"

"Wait!" She stopped mid-flight. "Sure, you think it's good but... I'm not ready to show it to others. I don't want them to know what they think... Could you just... keep it to yourself?

"But-"

"I don't want anypony else to know yet... please..."

Rainbow Dash seemed to consider. She looked almost disappointed that Dusk didn't want to show off something she thought was so good. Finally, she returned to the ground, giving an understanding smile.

"Okay then. Even though I think you're crazy to keep that hidden, I'll keep your secret." She winked. "You can count on me."

"Thank you... Miss Dash. I'm very grateful." Despite all that happened, he still remembered his manners.

"No problem." She laughed a little. "And you don't have to call me 'miss.' Just call me Rainbow. Or Dash, either's good."

"Alright then... Rainbow," he smiled back, mainly because of how many times he'd been told that. "I guess I'll... be getting out of your mane. You've probably... got better things to do..."

"Now you mention it, I do have some flight practice to catch up on..." He knew it, of course. Something better to do. He turned to leave. "Hey, wait! Maybe you can help me."

"Help... you?"

"Sure! Come on, I know where we can do it without anypony coming across us!" Without waiting for a response, she took off and sped away.

Dusk considered his options. It was either stay here and wallow in his self-pity, or follow this daredevil pegasus to... wherever she was going and maybe... just maybe, make up for his... mistake.

He didn't like getting his hopes up again like this, but... if there was a chance, any chance at all, he would take it. Besides, she knew his secret now. She could be his friend. Possibly. Regardless, he found himself running after her.

He ran after Rainbow Dash for a few minutes, until they reached another meadow. This one, however, was on the threshold of a nearby forest. He had a sense of eerie forboding about it. Something didn't feel... right about it.

"Here we are," she declared, descending again. "The edge of the Everfree Forest. Nopony ever comes near here. Unless you're me, of course."

"Of course..." he murmered, eyeing the forest warily.

"Hey," she said, raising an eyebrow, "you're not scared, are you?"

"Um... well er..." He hated looking so weak on front of her. "A little..."

"Don't worry, there's nothing to be scared of in..." She paused and, in a spooky voice "... the Everfree Forest!"

"Uh... yeah..."

"Relax Dusky, I'm only kidding." She laughed at how ridiculous he no doubt looked. "I like you, Dusk. You're alright."

"Thanks..." he said, smiling a little. "So er... what are we doing here?"

"I told you, for my flying practice. I've gotta be the best if I wanna join... the Wonderbolts!"

"Wonderbolts?" Despite himself, he stared in utter disbelief. "_The _Wonderbolts?"

"The very same," she said proudly. "Someday, I'm gonna join them."

"Wow. They're not just good, they're the best! You must be a brilliant flyer, if you're aiming your sights that high!"

"Just watch this..." She sped off into the sky in the blink of an eye.

From there, Dusk could only watch in utter amazement as she pulled off a series of loops, swoops, barrel rolls, loop-de-loops and various other stunts. She twirled around clouds, dived at incredible speeds, all of it showing a pure passion, a love for speed and showponyship.

He'd seen a pegasus fly, but nothing like Rainbow Dash. She made it look like an art form, a deadly and aring dance as she soared through the sky, leaving the flash of a rainbow behind her. She finished her routine with a loop in the sky, swooping back down and landing in fron of Dusk, who applauded with his hooves.

"Thank you, thank you," she said, bowing to her one-pony audience and giving that self-assured grin of hers.

"Rainbow, that was... incredible! Simply amazing!"

"I know, I know," she smiled. "Good of you to say so though."

Dusk chuckled a little at her confidence. "With moves like that, you'd get in the Wonderbolts in a flash. So... you say you need to practice. What could... I do?"

"Well, that colour-thingy you do, can you make shapes with it?"

"Um..." He never thought he'd be talking about this with anypony. "Well... I can do just about anything with it... circles, sqaures, rings. Pony shapes need a little more concentration."

"I just need basic shapes," she assured him. "How big can you do 'em?"

"Er... usually, only as big as what you saw. But... I have done them bigger... sometimes... why?"

"Alright, well," she began, "I need some practice on my manouvering. With that colour thingy, you can make hoops for me to fly through. That way, I don't have to make 'em myself from the clouds."

"So... that's it? All I have to do is... make rings for you to fly through?"

"Yeah! Easy enough, right? Whaddya say?"

"Well..." He still wasn't completely sure about this. What if somepony did see him? What would he do then?

"Come on Dusk, please? This would be a big help to me! Come on!"

"Um..." Dusk thought about it for a few minutes. He sighed in resignation. "Fine, I'll help you..."

"Great! I knew you would!" She took off again. "Just make 'em appear and I'll fly through 'em, as fast as I can. Try and make it challenging. Let's do this!"

Dusk couldn't help, but have his spirits bolstered a little as she soared off again. Tapping into his magic once again, he conjured up a large ring of sparkling blue, watching as she flew towards it. It was brighter than normal, but that would help her to see them.

This was why he was a little wary about doing them this big: they got brighter the bigger they got. He could control the brightness, but only to a certain degree. They would still be bright. Hopefully, that wouldn't be a problem.

He continued creating loops, erasing them as she flew through and conjuring another one, giving her enough time to veer around to fly through the hoop again. He couldn't help, but marvel, at how quickly she turned, how easy she made it look. They kept this up for a few minutes. Then, Rainbow called out:

"That's too easy! Come on, spice it up a little!" She continued on, as Dusk thought about it.

How could he make it a challenge? Then, he had an idea. As Rainbow swooped through his latest one, he conjured another seconds afterward, almost directly behind her. That would give her a challenge.

But something went wrong. He conjured it too quickly, he didn't have time to temper the brightness. It literally flared, like an explosion, just as she turned around again. He tried to dull it, but was too late. She was caught in the full glare of the brilliant glow.

"What the-?"

He saw her try to cover her eyes, veer away from it, lose control of her flight pattern and begin a rapid, uncontrolled descent. She smacked into the ground, skidded and crashed, headfirst, into a nearby tree. She slumped to a halt, unmoving.

"Rainbow Dash!" He sprinted up to her, turning her over. She had a rather nasty bump, and looked dazed from concussion.

"Huh... wha... whazza..."

"Oh, Rainbow..." He bowed his head in shame. "This is my fault, I shouldn't have... I shouldn't... I'm sorry..."

Not wanting to face her now, knowing he'd screwed up his last chance to make amends, he did it for the second time today. He ran. But this time, he knew where he would be going. He just needed to get away, to be alone somewhere.

How could he have been so stupid, thinking he could help with his stupid little magic tricks? Not only was he a boring nopony, but he couldn't even do anything right, help anypony with anything. Why had he let his hopes get up like that, he should have known it would end badly.

He sprinted, not back into town where he would be seen, where he might run into Twilight he ran around the outskirts. Someponies saw him, but he didn't stop. He continued to run, not looking back.

Reaching his home, he dashed inside, shut the door and locked it. He leaned against the door, hung his head in shame and slinked off into his living room, lying on the couch. That was it. He just lay there. He didn't know how long for, nor did he really want to know.

He had failed. His hopes for finally being friends with Twilight, for finding a new home and life here, were gone. All in just one day. Word would spread about his mistakes, proving that he was a clumsy idiot, as well as an insignificant nopony. He could probably find a different job, but maybe it would be better... if he just went back to Canterlot...

Hours later, of just wandering around his home, wallowing in his loneliness or reading a book, he heard a knock on his door. Who knew he lived here? Who even cared?

"Dusk? Dusk? Ya here?" It was Applejack. How had she known where to find him? "Dusk? If yer here, ah jus' wanna talk. Hello?"

Dusk crept to the door, his hoof wavering on the handle. For a few seconds, he was tempted to open it. But decided against it. If he was going to leave, it would be better if he just slipped away, with nopony even seeing him again. It was best for him, for all of them...

He heard her sigh on the other side. "Well... guess yer not here. If ya are... come on out soon..." The sound of hooves came, indicating she was leaving.

Returning to his couch, Dusk decided it was definitely for the best. He would leave tomorrow, back for Canterlot, where he belonged. He'd never find anything good here. Once he did, they would soon forget him, fade away like a hoofprint in the sand. It would be easy, just going home...

Yet, that didn't stop the tears rolling down his cheeks. It was what was best, he told himself. For the best...


	6. Getting Some Sense Talked Into You

**Getting Sense Talked Into You**

Dusk arose from an uneasy sleep the next morning. It had taken him hours to eventually fall asleep, even then it hadn't exactly been peaceful. His mind still played over and over again the mistakes he'd made, the overwhelming shame he felt.

He looked around at all of his belongings as he walked downstairs. At least it wouldn't take him long to pack up, and leave, without anypony noticing that he had left at all. He would just slip away. Until then, he thought he might as well go out for a last look around.

Celestia was just starting to bring the sun up when he walked outside, locked his door and set off at a slow pace. He wasn't walking anywhere in particular, he just... walked. Lost in his thoughts.

Almost nopony was up yet, not this early. That meant he had no chance of being disturbed in his thoughts. He could be alone, which was what he was used to. He would certainly miss this place when he left. Everypony had been so welcoming, so kind...

But he knew it wouldn't have lasted long. They'd have grown bored of him soon enough, stopped paying attention to him. Being remembered as little more than a shade, that was what he was expecting. They wouldn't even notice when he left.

That wouldn't stop him missing them though, especially from how friendly they'd been. He'd finally talked to Twilight, hear her wonderful voice for the first time And the others he'd met... honest Applejack, beautiful Rarity, acrobatic Rainbow Dash. He hadn't even met all of them yet and he was already leaving. Oh well, it's not like they'd be too concerned...

He arrived at a lake, stopping to lie next to its bank. He liked the water, the way it shimmered in the light, the colours that were created from the rising sun, a blend of pinks and oranges. It was certainly a beautiful sight. He felt calm, relaxed a little... at least it helped to take his mind off things, seeing the beauty that nature had to offer...

Something bubbled out in the middle of the lake. He ignored it. Probably just a fish or something. Then it showed up again, this time closer. And again, once again moving closer. Odd.

He peered as best he could below the shimmering surface of the lake. There was something down there, it wasn't a fish. It looked like... no... it couldn't be her, could it?

"What in the name of..." Suddenly, a bright pink shape burst out of the water, causing Dusk to leap back in shock. It _was _her.

"Mr. Psychic Pony!" Pinkie Pie cried, hopping out of the water and shaking herself dry. "I thought I saw you!"

"Um... hello, Miss Pie." A few questions stumbled in his mind. The one he asked was: "What were you... doing in the... lake?"

"Having an early morning swim," she answered, as if it were obvious. "Helps to wake you up the morning, you know Dusk."

"Oh, right oka- wait a minute!" He whirled in shock. "I never told you my name! How did you... I mean why... how...?"

"I told you, I'm psychic like you! And also 'cause my friends told me your name yesterday when I saw them, but I still wanna think I figured out your name before then. Psychic!" She said all of this very fast.

"Oh... right..." He sighed and resumed his silent contemplation. Maybe she would just leave...

"Hey, what's with the frowny face?" She parked herself next to him, lying on her back. "What's on your mind?"

"Nothing... besides, it's not like it would matter..."

"Nuh-uh! It is something and it does matter."

"Who would it matter to?"

"To me!"

"And why would it matter to you?"

"Because I'm Pinkie Pie!"

"Again, why would that matter to you?"

"Because I'm your _aunt_ Pinkie Pie, here to listen to all your woes. Now come on, tell me what's up? Apart from clouds. And birds. And pegasus ponies. Anyway, tell me what's up!"

Dusk blinked. Had he really just had this arguement with, probably, the craziest pony he had ever met? For that matter, was she geniunely interested in what was on his mind or was she just bored and having him on? Was it really worth getting his hopes up again, only to dash them again?

He resigned himself mentally. He was leaving, so it wasn't like things could get much worse. He might as well tell her. If nothing else, to humor her until he had to leave.

"You're probably younger than me too..." he murmered in defeat.

"Hm? What was that?"

"Nothing... Alright, you want to know what's on my mind? Here it is..." He proceeded to tell her all that happened the previous day, though he hated to relive it again. All the while, she listened. Whether or not she was taking it in, he couldn't tell.

"... and so," he finished, "I'm going to be returning to Canterlot. I don't belong here, and I kidded myself to think I did..."

She stared at him for a few minutes. All the while, her blue eyes sparkled. Then, without warning, she laughed. Just like that. She laughed like a small filly, giggling madly. Of course she hadn't been taking him seriously, he thought bitterly.

"Hehehehe... Dusk... I'm so relieved," she said in-between giggles. "For a few minutes, hehehe... I thought it was something _really _bad!"

"What?" He stared at her incredulously. "What's that supposed to mean?"

"What do you mean, 'supposed to mean'? What do you think it means? It's obvious! Am I speaking Prance, or something?"

"What does _that _even mean?"

"Never mind," she said in a sing-song voice. "Why are you worried about all that stuff? They were just silly accidents, they weren't your fault. If you just go apologise for being such a silly-pants, you'll be fine. See, obvious."

"It isn't obvious Pinkie Pie!" He shouted, losing his paitience. "Don't you see? They all think I'm an idiot now, a clumsy fool! Why would they even begin to forgive me?"

"Because they were just accidents. Besides, they already have," she said, with a bright smile.

"Wait... what are you talking about?" Had he misheard her? They'd.. forgiven him?

"Well, when I met them yesterday, they were looking for you. Twilight, Rarity, Rainbow Dash and Applejack. Ooh, you know so many of my friends. Anyway, they asked me if they'd seen you, they were really worried. I hadn't though and I wanted to help, but I was really busy, so I couldn't. Sorry."

"They were... looking for... me?" Was that why Applejack had come to his house, she'd found out where he lived and come looking for him there? Had they really been worried about him? "Why?"

"'Cause they're your friends, silly! Friends look out for each other."

"They're not my friends..." he insisted. "They're just being nice to me because I'm new. They'd have gotten bored of me soon enough..."

"Hey, Dusk?" He looked back up at her. "Let me ask you something: have you ever talked to any other ponies before?"

"Um... no." Why had she asked that?

"Have you ever tried to make friends with anypony before?"

"No... not really..."

"Then how do you know that they'll get bored of you if you've never tried?"

"I... well... you see..." Dusk couldn't think of anything to say. He _had _nothing to say.

"Mmhmm," she hummed in satisfaction. "Right, I gotta go. Lots to do and little time. See ya later Dusk, remember what I told you!"

With that, she pranced off in that odd way that she did, once again leaving Dusk alone with his thoughts. Though now, they were a little less bleak... if a little more confused.

Despite her apparent bordering insanity, somehow, Pinkie Pie was right. He had never tried making friends with other ponies, or helping in ways a friend might. So, how could he know that he would screw things up, or be a boring friend... if he had never tried?

New thoughts and ideas whirled in his head, as he rose up and walked away from the lake, down a forest path, trees lined on either side, their leaves beginning to gain a slight autumn feel to them. Maybe yesterday were just mistakes, accidents... everypony made mistakes. Nopony was perfect, he was certainly far from it. Could he really let a few mistakes get him down?

Come to think of it, those stupid mistakes he made didn't seem all that bad. The only reason he'd dropped all of those books in the first place was because he'd tripped over Spike's tail. Even so, he shouldn't have tried carrying so many of them. As for the Rainbow incident, everything had gone alright, up until that flare. He hadn't even stayed to see what she might have said about it. Running off, that was stupid. He should have just stayed...

Then, there was something never considered. Maybe the reason that he had no friends, that he had put down to just being boring and uninteresting, was because he had never really tried. He'd been too scared, too afraid of rejection. But not here. Here, he had started on the right path. It might be too much to hope right now but maybe... just maybe... it could work.

He was so wrapped up in his meanderings, that he didn't see where he was going and collided with somepony going in the opposite direction. He collided with whoever it was, causing both him and the unfortunate soul to fall to the ground.

"Sorry, sorry, didn't see where I was going." He picked himself up, refraining from negative thoughts. "Here, let me help you up..."

The pony in question scurried away from his outstreched hoof, getting up and looking away. She was a pegasus pony, with a pale yellow coat of fur. Her mane and tail were a bright pink, as long and flowing as the wind that blew through them. Her big, expressive blue eyes were currently hidden, as best she could, behind a lock of it.

"Hey, are... you okay?" She just whimpered and hid further into her mane.

Everything about her was timid, shy... He was at first about to walk away, to stop being a nuisance, but then... He remembered something that Rarity had said yesterday. A shy pony she knew. Then, he remembered seeing her with the others, on the stained glass window.

"Hey... is your name... Fluttershy?" Dusk thought he might as well try. She nodded mutely. "It's okay... I don't bite," he assured, echoing Rainbow Dash. "I know your friends. Well, sort of, I mean... I know who they are, but... that's gotta count for something, right?"

She looked up when he mentioned ponies that knew her. Slowly, she peeked out from behind her mane, but still didn't look up at Dusk. It was like he had the sun shining directly behind him. He actually checked to make sure he didn't.

"You... know my friends?" she asked, in a voice so quiet and gentle, he only just heard her.

"In a way, yes." Good, they were getting somewhere. "They mentioned you one time, about you being shy, so it was a lucky guess.

"Oh... okay..." She took some glimpses looking. "I'm sorry that... I crashed into you..."

"It's fine, it was more my fault anyway." Maybe he should try a joke, lighten the mood a little. "I had my head in the clouds, but... I think you'd know more about that than me." Well, that was the worst joke he could have thought of.

To his surprise, however, she did smile a little. "Yeah, I guess..." She began to slowly turn around. "Well... I'll just... get out of your mane, you probably... have better things to do..."

"Hey, don't say that. You're starting to sound like..." He trailed off, because he didn't want to finish the sentence.

She was starting to sound a lot like him: shy, timid, nervous and thinking she wasn't really worth anypony's time. Yet, she had friends, the same ponies he knew and they weren't bored or frustrated with her. Rarity had called her an 'absolute dear', so they must think fondly of her. It seemed that there was still hope for him then...

"Sound like who...?" she asked, looking up at him.

"Oh, um... never mind..." He heard a quack behind her, and looked to see a small family of ducks following her, including a mother, father and three ducklings. "Awww, a little group of mallards. I'd say those ducklings hatched just a few days ago, from the look of it."

"That's right." This time, she looked at him with a kind of admiration. "Do you... like animals?"

"Sort of, I've read a few books on various species," he explained, glad that they were on some kind of familiar ground. "The males are called drakes, if I remember right, and they feed on gastropods, invertebrates, crusteceans, worms all that good stuff. They can be found in both salt and fresh water, usually somewhere that's shallow, about a metre deep, with aquatic vegitation or..."

He realised that he had been talking for a while, blushing a little when he saw that Fluttershy was smiling. He hadn't meant to go off on a tagent like that, it was just... he'd never really talked to anypony about things that he'd read and learned.

"Sorry... that must have been... tedious to listen to..."

"Oh no, not at all," she assured gently. "I think it's great that you know so much about little critters. You're kind of like my friend, Twilight but... I think she more reads magic and science books... which is fine," she clarified quickly, "I mean, I'm not saying it's bad... I mean... oh dear... please, don't tell her I said that..."

"Don't worry, I won't," he promised, feeling a smile grow on his face. "I don't think she would mind anyway. So, where are you taking this little family?"

"Oh, I'm escorting them to a new swimming ground, by the lake. I wanted to do it early, so I wouldn't run into anypony whilst guiding them..."

"Guess I messed up that plan then," Dusk remarked. Okay, time for the ultimate question: "Is there... anything I... can do to... help?"

"W-w-what? You... you sure you want to... help me? You don't have to, if you don't want to..."

"Well, I want to," Dusk told her confidently. "Is there anything at all I can help with?"

"Um... if you like, you can walk behind them and make sure the babies don't wander off," she suggested. "Only... you don't have to..."

"That sounds easy enough," he said, trotting behind the line. "Lead the way, whenever you're ready..."

"Okay then... come on, little ones," she coaxed quietly. "Follow me, little duckies, come on..."

The family resumed its waddling, with Fluttershy leading and Dusk bringing up the rear, following them closely. As Fluttershy was walking backwards to lead the ducks, Dusk had the additional task of warning her that she was about to hit something she couldn't see. Fortunately, there were no other ponies walking this way and the few things that were a hazard were the odd rock or tree.

Occasionally, as Fluttershy had thought, one of the ducklings did try to wander away from the rest. Dusk, however, was able to gently herd them back into the family with no kind of difficulties. All it required was a gentle hoof and a little nudge, easy as pie.

As he acted as uncle to the ducks, he pondered about the pony he had just met. He'd never really known anypony like Fluttershy. Then again, he'd never really met many ponies before. She was shy, timid, yet she still had a complete aura of kindness about her. She was almost like a loving mother, the way she treated these animals. It really was... well, wonderful.

They soon arrived back at the lake where he had just left. From here, it was smooth sailing for the little family. They hopped into the water, quacking appreciatively to Fluttershy as they left. One of the ducklings looked up at Dusk and, to his surprise, gave a happy cheep before swimming off.

"You're welcome," he murmered, watching as they swam off.

"We did it," Fluttershy said proudly. "Thank you for your help, Dusk. You did a wonderful job."

"He, it's alright..." He could feel his cheeks flush. "I just... did what I could... you did most of it..."

"But you helped anyway. Thank you so much for taking the time to. You're a really nice pony."

"Well... um er... thanks, Fluttershy. It... that means a lot to me," he said sincerely.

"You're welcome," she said. Just seeing that grateful smile on her face made him glow inside.

He still couldn't quite believe it. He'd helped. He'd actually helped. And it was appreciated. He hadn't done anything wrong and yet, even if he had, something deep down told him she wouldn't have minded. Neither would the others. They didn't blame him, of course they didn't. He still had a chance, to make things right, to make... friends.

At that moment, a fire seemed to light in his heart. He could do something right, he could help those if he wanted to. He could, even thought it seemed inconcevible, make a friend and just offer... what he had to offer. He'd done it with Fluttershy and, though he hadn't realised it, he'd done it with the others and he'd never realised.

It was time, he decided, to stop being sorry for himself, and start to try and be a good friend. That meant he had to stop them worrying about him. Looks likehe wouldn't be returning to Canterlot after all.

"Dusk? Excuse me, Dusk? Are you alright?" Fluttershy looked up at him with concern.

He looked back at her, a smile growing on his face. "I am alright, Fluttershy. I feel better than I have done in a long time, thanks to you."

"Me? What... what did I do?"

"Oh, I wish I could describe, but I can't. Right now, I need to go and see somepony."

"Um... okay. I guess I'll... see you later?" she asked nervously.

"I hope so. Bye Fluttershy!" With one last smile, he dashed off in the direction of the library.

It was a start. He still didn't think he was worth much, or very interesting, but if he could do this with one pony he'd never even know, he could do so much more for the ones he did know. And if they did get bored of him, at least he could say he'd tried.

The sun was rising on this new day, raising on the start of what would, hopefully, be a new Dusk Noir. It was time to set things straight. And, as it had before, it would start with Twilight Sparkle.

* * *

Sounds almost like we're nearing the end, doesn't it? I wouldn't be too sure yet...


	7. Apologies and Tea

**Apologies and Tea**

Dusk arrived at the library, just as the sun was starting to fully rise on the horizon. The streets were becoming a lot more busy, with all the ponies ready to begin a new day, to work hard and be happy.

They jumped out of his way as he sprinted past them. Some exclaimed about being careful, some cheered like they knew what he was doing, what he was going to do. And Dusk smiled at all of them that he passed by.

Normally, he would be doing his best to blend in with the crowd, to remain as unnoticed as much as possible, just be another face. Today though, he didn't care that he stood out from everypony else, that everypony could see him. He was a stallion on a mission.

When he reached the library doors, he could hear voices inside. For the second time, he pressed his ear to the door to listen. It was Spike and Twilight. They were talking about him.

"Do you think he'll be coming back?" Spike was asking.

"I don't know, Spike," she replied with dismay. "He was really upset from yesterday. We looked everywhere for him, but we still couldn't find him."

"I know... poor guy... I hope he's okay." Spike sighed. "You know, it was kind of my fault he dropped those books in the first place. I should have said something, then he might not have run off..."

"There's no time to wonder about what might have happened, Spike. We still need to try and find him. If we leave now, he might be at his house, Applejack can tell us where it is."

"Twlight... what if he's... left?"

"What? No, why would he leave? That's ridiculous!" There was silence. "You don't think he really would... do you?"

"I don't know," her asisstant said unsurely, "but he was pretty upset. He could have gone back to Canterlot. I'm just guessing, but..."

"I really hope you're wrong," she said sincerely. "It would be such a shame if he did. We barely even had the chance to get to know him... we could have been great friends..."

Dusk couldn't quite believe what he was hearing. If he had left, they would have missed him, would have regretted not getting to know him better. Was this what it was like, to have ponies that care about you? To have... friends?

Well, he still had a chance and he was going to take it. He stepped back, pushed open the door and walked inside. Spike was sitting on a chair, twiddling his claws. Twilight was hanging her head, staring sadly at the ground. They both looked up when the door opened, their faces brightening when they saw him.

"Dusk!" They hurried to him, relief breaking out across their faces.

"Hey guys..." He still felt ashamed about what he had put them through.

"We were so so worried about you," Twilight said, her voice ebbing with concern. "Are you okay? Where did you go?"

"I just went home..." he told her, "and I'm fine. Well, I'm fine now. I was given some... valuable advice."

"Wait a sec, Applejack said she went to your house, but that you weren't there," Spike pointed out.

"I... I... I ignored her... I just wanted to be alone..." He felt so ashamed to say that, that he had just ignored her. "You guys were trying to find me, and I just turn you away..."

"Dusk, it's okay," Twilight began, but Dusk wasn't finished.

"No, it isn't okay. I made you and your friends worry, all because I lost my nerve. I've only been here such a short time, I... I didn't think I'd matter all that much to you. You tried to make friends with me, and I just push you away. All I can say is... is that I'm sorry. I truly am, so sorry. But, if you don't want to be friends with me any more, I'll understand..."

With all that said, Dusk hung his head and waited for what she would have to say. Part of him told him to not even begin to hope for forgiveness, that there was no way she would. But another part of him, part that he never really listened to, said that there was still hope. Surprisingly, today, he found himself listening more to that side of him.

"Dusk." Twilight's gentle voice caused him to raise his head. "Of course I still want to be friends with you. It was just an accident, what happened yesterday. The books weren't even damaged. You didn't have to get so upset about it, but I can understand you wanted to make a good first impression. You certainly managed that."

"Yeah," agreed Spike. "If you ask me, I think you're going to make a great second asisstant, and a good friend. Though, it might not work out if you're just gonna run off everytime you drop something."

"Spike!" Twilight berated.

"What? I'm just saying..."

"You're not wrong about that Spike," Dusk said, chuckling a little. "It's fine Twilight, he is right. I'll try and keep my feet rooted to the floor in future." Then, to her: "I'm sorry again, Twilight..."

"That's alright Dusk, I forgive you. I'm just glad that you're alright." She gave him another smile, that made him feel warm inside. Or maybe that was his elation that that part of him had been right. "You know, we didn't get time to sort though those old books yesterday. Would you like to help Spike with that?"

"Actually, if you wouldn't mind Twilight... there's still some ponies I need to make amends with. If I could..."

"Of course," she said immediately. "Go ahead, take your time. We'll be waiting for when you get back."

"Thank you, I'll see you later. Thanks for... giving me another chance."

"It's no problem. And Dusk?" He turned back as he reached the door. "Don't worry, it'll be fine."

"Alright. Thanks." With one last smile, he exited back out into the street.

As he made his way to the marketplace, where he hoped to find her at her stall, he still couldn't quite believe what had just happened. Contrary to all of his fears, Twilight had forgiven him, given him a second chance. Not only that, but she still wanted to be his friend. He'd never felt so happy about anything in all of his life. The chances that the others would forgive him now increased, as did the smile on his face.

He arrived at the marketplace, still recieving friendly greetings and smiles from everypony that passed him by, which he gladly returned. He spotted her straight away, standing by her cart of apples, apple pie and apple-treats. Just seeing her made the smile on his face seem brighter.

"Applejack!" he called, striding over to her.

"Well, do ma eyes decieve me? Howdy Dusk!" She gave him that smile as he walked over, which then changed to an expression of concern. "Ya gave us quite a scare yesterday. We looked all over for ya, sugarcube..."

"I know," he affirmed, still blushing from the friendly term she used. "I went back to my house. I was there when you came over..."

"Ah had ta ask around for it," she told him. "Why didn't ya answer the door when ah came? Ah was worried about ya..."

"I... well, my head was... a complete mess, to be honest. I was stressed from the events, and I just wanted to be left alone. But I realise now, that what I really needed, was somepony to talk to. I'm sorry I blanked you out, Applejack, even after you told me I could talk to you if I needed it... and I'm sorry... for making you worry... I guess, I'm just stupid..."

"Aw, Dusk..." She had a sympathetic smile on. "Ya ain't stupid. Ah understand how ya musta felt. Ya jus' need yerself a lil' more confidence, and ta remember that everypony makes mistakes. Yer no different.

"You... mean that?"

"Course ah do." She placed a hoof on his shoulder. "Ah know, from what ya said, that ya might not have had any friends 'fore us. But ya do now, and ya don't have ta face yer problems alone, or be afraid ta tell yer friends anythin'. Yer forgiven, jus'... don't forget who yer friends are, okay?"

"Oh, I won't. I'll never forget again." Feeling relieved that she had forgiven him, he gave her his brightest smile. "Thank you, Applejack. I'm glad that... you think of me as your friend."

"And ah'm glad we are. Here, have an apple, on the house again." She tossed one from the applecart, which Dusk managed to catch and eat with his mouth, though he did choke on it a little. "Woah now, don't bite off more'n you can chew."

"Story ack... story of my life, ahem..." he said, once he was done choking. "Thanks Applejack, I'll see you later."

"Hope so!" she called out, as Dusk ran off in search of his next apology recepient.

He still coughed a little from the apple he had eaten. It had been coming straight for his mouth, and he'd felt the urge to try something... different. Maybe it was just a spur of the moment type of thing, combined with the increased elation that he felt from having succeeded twice now with his new... friends.

Dusk still couldn't quite believe that he could now think of them as such, and not feel uncomfortable doing so. They weren't just being nice to him, or playing some kind of cruel joke. They geniunely wanted to be his friends. Well, two of them anyway. It was time to see if he could make it three.

He scanned the skies for any sign of her, perhaps soaring by like a bird or just resting on top of a cloud. Eventually, he found her doing the former, indicated by the sudden rush of wind as she zoomed by, He was about to call out to her, but it was she who spotted him.

"Dusk!" She swooped at him, but couldn't quite slow herself down. She crashed and skidded to a halt in front of him, leaving a trench of dirt behind her.

"Hello, Rainbow. Here..." He helped her up to her hooves, making sure she wasn't hurt.

"Thanks. Don't worry, I've had worse crashes," she assured him, with that confident air of hers. "Good to see you, my fellow master of cool colour."

"I wouldn't say that... you're way better than me..." he said modestly, flushing again.

"Hm, probably. Good that you know your place." She laughed and clapped him on the back. "Just messin' with ya, Dusky. As far as I'm concerned, you're just as cool as me, and I don't often say that."

"I bet," he chuckled, smiling appreciatively. "Thanks, Rainbow..."

"No problem. Now, where you off to?"

"Actually... I was looking for you."

"Oh, really? Well, you found me," she declared. "Did you want to do some more practice?"

"Well, on the subject of that," he began, "I came to say that... I'm sorry for making you crash yesterday. I just... lost control of that last loop, couldn't tone down the brightness... you weren't too badly hurt, were you?"

"That?" She scoffed dismissively. "That was nothin', just a few bruises and a small headache. Hey, hey," she said, as his face fell, "it's fine, really. It could've been a lot worse, but it wasn't. Besides, I don't blame you for what happened. You did seem nervous about it, so I guess I should've picked up sooner."

"So... we're cool?"

"Sure we are," she said. "That was a pretty awesome practice, besides the crashing of course. I should get you to help me more often, maybe we can work it into my routine somehow!"

"I don't know about that..." Dusk said unsurely. "But, thanks for you know... not holding it against me. I've got to be going, so... see you around?"

"Just look to the sky," she told him. "And Dusk? Don't worry, I've not told anypony about... you know, that. I just told my friends yesterday that it was my own fault I crashed. Your secret's still safe."

"Rainbow..." He couldn't believe that she'd kept her word, that she could be trusted with his biggest secret. "Thank you, so much... it really means a lot..."

"Alright, alright, don't get mushy on me," she warned jokingly. "I might just rescind the 'cool' thing if you do. But... it's no problem. Catch ya later!"

With that, she took off once more, cutting through clouds like a knife through butter, her rainbow trailing behind her. Another one down, Dusk thought happily, trotting to find his remaining pony to apologise to.

Now his happiness was doubly increased. Not only did Rainbow Dash think of him as a friend, but she thought that he was... cool. He'd never been called anything like that before. It was even better that she knew how big his secret was and not told anypony about it. He had a newfound respect for her, knowing that she could be trusted with it.

He thought back to his 'special talent,' as he walked along to the Carousel Boutique. If she thought it was cool, would it be too much to hope others would like it too? Would he be able to show it to them as well, to no longer keep it hidden? No Dusk, he dismissed, aim high but don't go for a miracle. Make amends first. Perhaps, in time...

Crossing over a bridge, he arrived at the fashion establishment. Set in a small area of grass, and looking just like a fairground carousel, it wasn't exactly diffucult to miss. Rarity certainly knew how to give a good aesthetic appeal.

Even though he had been successful with the others, Dusk felt most nervous about this one. He knew that Rarity was the only one he had _actually _offended, not just thought. He still felt guilty from the glare that she had given him yesterday. But, she'd been looking for him with the others so... there was a chance.

Taking a deep breath, Dusk stepped inside, a small bell jingling above the door that announced his arrival. He looked around at the vairous suits and gowns displayed on dress forms, when the propriter appeared from the counter.

"Welcome to the Carousel Boutique, how may I help you tod-" She stopped when she realised who it was, her customer smile forming into a real one. "Why, Dusk! This is a surprise. So nice of you to drop by."

"Hello, Rarity," he greeted, with an incline of his head. She didn't seem angry... "I'm not... disturbing anything, am I?"

"Of course not, not at all. Today has actually been a slow day, so I'm glad to see a _friendly_ face," she said, with a flutter of her eyelashes. "Now, to what do I owe this pleasure?"

Why had all four managed to succeed in making him blush? "Um... I've come to... make amends."

"Make amends? Why, whatever for?"

"For yesterday," he elaborated. "I understand... that I... that I dropped all of those books on you, got you covered in dust and... ruined your mane, which you obviously take great care of. I angered you, due to my own clumsiness and... I'm sorry for it..."

She stared at him for a few seconds, evidently quite astonished at what he had just said. Then, she gave a small laugh and a reassuring smile.

"Dusk, I must say I am... pleased, and surprised, at this. You really are quite chilvalrous, but an apology is unecessary."

"It is?" Why was that?

"Well, for you anyway," she clarified. "If anypony should be apologising, it's me. I have a tendacy to... overreact about this kind of thing. Why, before all of that, I promised to Twilight that I would use only kind words with you. Needless to say, I broke that promise, and I am very sorry. I had no idea how upset it would make you. Can you ever forgive me?"

Somehow, Dusk was even more surprised at this. He knew that she had said that she would be nice to him, but he didn't expect her to take responsibility for her own mistake at breaking that promise. Like the others, she didn't blame him and she still wanted to be his friend. This was great!

"I... I accept your apology, Rarity," he said happily. "As long we can still be friends, it's water under the bridge, as they say."

"Splendid!" She returned his smile. "I'm glad that we can put that behind us. I'm happy that you see me as your friend, Dusk."

"Me too." He turned to go. "Right, I'd best get out of your mane, so if you'll excuse me..."

"Oh, don't be silly. Like I said, you're not interrupting anything and you went out of your way to come and see me, which is very sweet of you. Why don't you stay for some tea? We can have a nice chat, get to know each other better."

"You... you don't mind?" he asked, pleased that he was making a little more progress.

"Of course not," she said delicately. "Now, why don't you head off into the kitchen and I'll make us a pot of tea. I'll join you in a few minutes."

Dusk did so, walking through the door she indicated. It was a pleasant kitchen, with everything neat and tidy, meticulously placed so Rarity might know where it all was. He spotted the table by the window, but didn't take a seat. He stood and waited for his kind host.

She came through not long after, levitating a fine antique teapot, with matching cups and saucers. She placed them on the table, along with pots of sugar and cream. She looked at him quizzically, as he stood by the table.

"Aren't you going to take a seat, Dusk?"

Remembering a book that he had read on etiquette, and wanting to continue to make a good impression on her, he smartly said: "A gentlecolt does not sit with a mare, until she is seated first. Allow me..." He pulled out her cushion for her.

"Oh, my... Dusk, how gracious of you." She gave a grateful smile and sat herself down smartly. "And you insist that you're not a gentlecolt."

"I uh... have my moments, you could say..." he replied, as he sat opposite her.

"Well, I'd say that this is one of them." She smiled, as she poured him a cup of tea, allowing Dusk to add cream and sugar of his preference. "So Dusk, tell me, how are you adjusting to life in Ponyville?"

"Um... recently, quite well. I mean, now I've turned myself around after... yesterday..." He took a sip from his tea before continuing. "But yes, it is getting better and will do, I hope. It helps that everypony here is really welcoming and kind."

"Marvellous," she remarked. "I'm very pleased to hear that. Yes, this is a nice place to live, but it must be quite a leap after living in Canterlot."

"It has been, yes..." he admitted. "But, I think I prefer it here. It's just so much more... happy, and friendly. Not that there's anything wrong with my home, but... I feel more at home here, than there... if that makes sense."

"I suppose it does," Rarity nodded. "But still, I envy you and Twilight for living in Canterlot. I said the same to her, when she first came here. I've always dreamed of living there, you know."

"I can understand why." Dusk let her drink a little tea before continuing. "If I may, Rarity, you would fit right in Canterlot."

"You really think so?" she asked hopefully.

"Of course you would. Again, if I may... you have the poise, the grace, the sophistication to carry yourself off. If I didn't know you, I would've said that you must have moved from Canterlot too, at some point."

"Oh Dusk, stop. You're making my cheeks go red." She gave a little titter, as Dusk felt his own face grow hot. "Why, with such a pleasat attitude, it's no wonder you know the rest of my wonderful friends here."

"I'm just glad I was fortunate to meet as friendly a group as you girls. I'm very... grateful, to you all."

"I appreciate it, and they will too, I'm sure. What do you think of them all? Do you like having us as friends?"

"Oh yes," he quickly said. "You, of course, have been kind with me, having me stay for tea. Like I said, you have the sophistication and class that reminds me of home. Just... remind me not to drop anymore books on you."

"I'm sure you'll be more careful. Applejack said that she took you for a decent pony, the moment she saw you."

"I'm... I'm very glad to hear that. Yes, I like Applejack too. She was quick to make friends, and I'm happy that she was. Rainbow Dash too, good friend and amazing flyer."

"Hard to argue with that. Though, I must say, if she carries on like, she's more than likely to hurt herself at some stage. Pinke Pie mentioned that she knows you too."

"Hm, yes." He smiled fondly at the thought of her. "I'm in a debt of gratitude to her, even if she is a bit... eccentric." Rarity giggled a little at that. "I guess I'll have to get used to it. Same with Fluttershy... I owe her a bit as well."

"Oh you've met Fluttershy?" She smiled again. "I'm sure you got on well. You remind me a lot of her, you know. In a good way, I mean."

"We did, and I know what you mean. She and I seem quite alike, as far as personaility anyway... I like her too."

"And Twilight? What are your thoughts on her?"

His thoughts now became centred around just her. Her shining lilac coat, her learned intellect and dedication to study, not to mention her talent in magic. His months of hoping, of wishing to be her friend, now fulfilled after so long. These, and so many other things. Just the thought of them made his smile grow wider, and his cheeks grow warmer.

"Well... I'm just glad to finally know her," he said simply.

"I think I know what you mean." She gave him a sort of knowing look, as she took another sip of her tea. "I think I know _exactly _what you mean."

"What... what do you mean by that?" Had he said something? Did she know something?

"I'm not sure... it might be too early to say yet but... there's a chance, I suppose..." Rarity gave Dusk a lingering stare, her eyes shining. Then she waved it away. "Oh, never mind, it's nothing."

"Alright, if you say so..." They resumed their conversation, but Dusk still couldn't help but wonder one thing: what had she meant about him and Twilight? Why, for some reason, did he agree on whatever it was being too early, like he knew what she meant.

Why did he suddenly hope that, whatever it was she meant, might change in the future? He'd figure it out later... maybe... For now, he allowed himself this triumph, having successfully made amends with them all. Being able to call them... his friends...

He didn't really know what tasted better: the tea he was drinking or how happy he felt at the thought of it.


	8. Getting To Know You

**Getting To Know You**

"Twilight, I'm back!" Dusk announced, stepping back into the library a good few minutes later. She was sitting at a desk, though Spike was absent.

"Hey Dusk," she greeted. "You were gone quite a while. You didn't have any trouble, did you?"

"No, not at all. I'm sorry for not being back sooner, but... Rarity invited me to stay for tea... it seemed rude to pass up the invitation..."

"It's okay, I told you that you could take as long as you needed," she reminded him. "I told you it would be alright."

"Yes, you did... thanks for being understanding..."

"No problem. Now, do you want to help me sort through these old books?" She gestured to the pile in the corner.

"Certainly," he said, heading over to them with Twilight. There was still no sign of his fellow asisstant. "Where's Spike? Is he asleep upstairs?"

"Actually, he's gone to Rarity's," she explained. "I gave him some time off, so he went there to see if there was anything he could help her with." She whispered conspiratorially to him. "I don't know if you've noticed, but he has kind of a crush on her..."

"I did notice," Dusk told her, levitating a book from the topmost pile. _"A Classic Study on Weather Control, _that's for the science section... but yes, I saw from yesterday. It is rather... obvious."

"I know, but don't say anything about it," she said, bringing a book down herself. "I think he views it as a secret. Hm, another edition on _The History of Equestria..._ looks old."

Don't worry, I won't say a word," he promised, sorting away another book. "There are quite a lot of them, aren't there?"

"Well, it's a good thing we're both working together to sort them." Twilight gave him an encouraging look. "We'll have it done in no time. Besides, we might find something really interesting, like an ancient study of magic or science journals. Can you imagine what could turn up? We might find spells that have been lost for years, long lost magic and records!"

"Those would be quite a remarkable find, I agree with you there," Dusk conceded, smiling at how excited she was about it. He couldn't help but feel a little excited too.

"Really? You're intruiged by this too?" She sounded surprised that he was.

"Of course," Dusk affirmed, sorting another book. "Reading is one of my favourite pastimes, as is learning about anything that takes my interest. It's why I have my cutie mark."

"I suppose it's kind of obvious, when you put it like that," she agreed. "Well, that's great Dusk. Spike does help me with my studies, but I think he gets bored with all of the studying at times. I enjoy reading and learning too. It seems we'll get along better than I first thought."

"Yes, I suppose we will," he said, still smiling. "I'll keep an eye out for any good stuff…"

They remained in silence for a while, but a comfortable one at least. The quiet was only ever broken when they remarked on a book that they had found, perhaps an obscure title, or an old edition of a more recently updated book. The latter wouldn't be much use in the library practically, though they could probably sell it to collectors of old texts.

Dusk had to admit that he was enjoying himself immensely. His apologies had been successful, his new-found friends had forgiven him and now, he was spending time with the unicorn he'd always hoped to speak to. This was certainly turning out better than yesterday, he could say that much.

"Wow! Look at this!" He turned to Twilight, who showed him her discovery. "A first edition of _Daring Do and the Quest for the Sapphire Stone_! There are barely any left!"

"First edition?" Dusk carefully examined the book, checking the date it was published. "You're right, it is! This is a great find, especially for such a great series of books. Hold on..." He placed on the adventure section, with great care.

"Do you read them, Dusk?" she asked excitedly.

"Of course, who doesn't read _Daring Do?_" He found a smile coming to his face again. "I've read every single one, I'm currently re-reading the whole series."

"So am I! A fellow fan!" Twilight seemed ecstatic at the idea. "Which one did you think was best? I felt that _Griffon's Goblet _was even better than the first."

"That was okay," Dusk noted, very pleased that they shared a passion, "except for, I think, the Griffon Guardian, that replaced Ahuitzotl as the villain. Why bring in a new one, if we already have such a good one?"

"To be fair though, we never see her again anyway," Twilight pointed out, returning to the sorting pile. "Besides, he got a lot of time in _Ahuitzotl's Revenge _for his own diabolical plans."

"Oh, that was a brilliant read. I really thought she was doomed in that one," he admitted.

"I know, so did I! I liked the one with..."

They continued on with their sorting, all the while discussing the Daring Do series. It seemed that, like him, Twilight had always wanted somepony to talk about her own ideas on the series. Now she had, she seemed to be thoroughly enjoying very minute of it, as did Dusk.

Dusk had never imgined that he would get along so well with her, how much they thought alike about this particular subject. She'd actually let him go off on a rant about a plot line in the fourth book, _Everfree Emerald,_ involving Daring Do's father,that had almost nothing to do with the rest of the story and never went anywhere, only to discover that she thought the exact same thing about too. They'd laughed for a while after that.

They finished sorting through the rest of the books about half an hour later. There were some science journals that might be worth looking at, an ancient book of magic and a few more first editions, but most of them were too outdated to be sorted into the shelves. Spike arrived back at roughly the same time.

"Hey, you guys managed to sort all of those books out," he exclaimed. "Good, I wasn't looking forward to that."

"Oh, we had great fun sorting them all out, right Dusk?" Her grin grew wider as he nodded in agreement. "See Spike? Sorry you had to miss out."

"Yeah, I know. I am too," Spike said, in a mock forlorn voice. "Next time I have the opportunity the handle a bunch of old, dusty books, I'll be sure not to miss out on it."

"Don't worry," Dusk assured, playing along. "I'll be sure you're the first to know, so you can help out as soon as possible."

They all burst out laughing at that. "Well, after that," Twilight announced, "I think we need some lunch. Spike, would you make us some dandelion sandwiches please?"

"Sure thing, Twilight. Come on Dusk, you can give me a hoof with them."

"Alright. Don't worry Twilight, I don't mind," he assured her, as she was about to say something. "I'll just make my own."

She nodded, as Dusk followed Spike into the kitchen. He was second asisstant after all, he liked to feel he was pulling his own weight around here, so that meant helping Spike on occasion. Besides, he rather liked the dragon.

As he pulled out some bread and dandelions, along with a little mayonnaise, and set about making a lunch for himself, Spike struck up a conversation:

"So Dusk, Rarity told me you were at hers for tea," he started casually, slicing some bread up.

"That's right yes," Dusk confirmed. "She was very kind to offer that I stay for a bit."

"I see..." His tone was mistrustful, suspicious. "So... what did you guys talk about?"

"Um... all sorts really," Dusk told him, wondering about his sudden hostility. "The town, her business, a little about my studies... her family comes from Hoofdale, you know..."

"I _do _know, she told me," he said firmly. "She thinks you're very charming, polite even..."

"She... does?" Why did he sound so hostile about this? Had he said something wrong? "Well... that's good. At least I... left the right impression."

"Okay, that's it!" He rounded on Dusk, waving the butter knife at him. "Alright, you don't play games with me. What are you up to with Rarity?"

"Up to?" He backed off a little. "What do you mean 'up to'-?" Then, it hit him. Twilight had said before and he'd seen it himself yesterday. "Oh, you think I... I want to be... like _that _with Rarity? Spike, you've got the wrong idea."

"You mean... you don't?" He lowered the dull knife.

"While I admit that she is... attractive, I'm not interested in her... in that sense. For one thing, we've just met. We just had tea together and chatted, that was it."

"Oh... right..." He looked rather embarrassed with himself now. "Sorry about that, I shouldn't have just assumed like that. It's just that... well..." He beckoned him closer. Dusk knew where this was going, but he complied.

"I have a crush on Rarity," the dragon whispered. "You can't tell anypony I told you that."

"Don't worry Spike, I can keep a secret," Dusk promised, with full honesty. "I'll not get between you and Rarity, you have my word."

"Good, glad that's settled." He put on the final touches, as did Dusk and placed the sandwich on a plate. "You're a good guy, Dusk."

"I try Spike... besides, we are both asisstants to Twilight," he reminded him. "I like to think we have a certain respect for each other."

"Hey, yeah you're right. It could be like a brotherhood, or fellowship thing." He gestured with his claw. "Spike and Dusk: Fellowship of the Library."

"Hm, catchy," Dusk chuckled. "Come on, let's eat."

"Just remember," he warned, "Rarity is _mine._" Dusk chuckled again, as Spike walked boldly out with the sandwich, like a parody of a proud soldier off to a Party War.

After a pleasant lunch, the trio returned to their library work. Twilight continued with her studies, while Dusk and Spike did whatever duties she assigned them. Since Spike had done most of the chores in the morning, Dusk didn't end up doing a whole lot, just fetching the occasional book, or being otherwise immersed in one himself.

He occasionally did something with Spike, such as when they took out the trash, or went out to buy more food for the kitchen. Other than that, the dragon would just talk to Dusk while they were on break. Dusk let him do most of the talking, as the dragon told him about aspects of his life, what it was like being a dragon and all the things he'd done as Twilight's asisstant. Including a few funny stories.

"... so then this pony with green coat, head high and full of himself, he gets the book that Twilight needs for her studies," he was telling him, trying to refrain from sniggering. "She tries to reason with him, but he just refuses to hoof it over Let me tell you, he wasn't exactly polite about it. So..." He descended into little fits of giggles.

"Go on, what happened?" Dusk could feel laughter rising in his own chest, mainly because of Spike and also because he had a good idea of which pony he was talking about.

"So then... she completely loses it and, with a flash of magic she... she turned his head into a fish bowl!" The two of them fell about laughing at that, Dusk barely being able to contain himself at the thought of it.

"Yeah, I think I know which guy you mean," Dusk said, in-between sniggers. "He did the same with me, didn't even apologise. I'm glad he got his comeuppance."

"Me too," he agreed, wiping a tear from his eye. "He sure kept quiet after that, I can tell you that."

"Excuse me, can you two keep it down? I'm trying to concentrate." Twilight looked up from the book she was reading, looking rather ticked off.

"Sorry Twilight..." Dusk felt a little ashamed now. "We'll try... not to disturb you..."

"It's okay Dusk, just... try to be a little more quiet."

"Of course. Come on Spike, let's get back to work," he suggested.

"Spoilsport," Spike said, though he winked at Dusk when he did, which he returned.

They continued their work for another few hours, until the sun began to lower in the sky. Spike gave a big yawn, almost falling asleep on the book he was carrying. Dusk took it from him gently, and shelved it. Twilight noticed this and sat up from her desk.

"I think it's time we all got some sleep." She turned to Dusk, led Spike off. "Will you be alright getting home Dusk?"

"I'll be fine. Goodnight Twilight, Spike. Sleep well..."

"You too, Dusk. You were great today, I enjoyed talking to you." She gave him another smile. "See you in the morning."

Placing on his saddlebag, Dusk closed the door and began to happily trot his way home. Once he got there, he put the bag in the corner, got himself ready for bed and climbed in, already feeling drowsy.

He'd done it. He'd actually done a good effort at his job. Not only that, but he'd hit it off well with Twilight, made friends with Spike and made amends with the others too. They'd all been so great, even though he was new and inexperienced.

Despite all of this though, he still had his doubts and they were coming back again. Why were they treating him like a friend when they had barely known him, when he'd only arrived a two days ago? Even though Pinkie had said otherwise, the idea that they were just being nice and friendly to him because he was new came back to him and consumed his thoughts the more he thought about it.

That was why they had come looking for him after he ran off, he thought. They didn't want him to feel guilty and unwelcome for being such a fool, so they'd tried to make him feel better. Sure, it had worked, but they must know that by this point, so the deed was done. Now the 'crisis had passed', he suspected that they would start to leave him alone soon enough.

He remembered that revelation that he'd had, after he'd helped Fluttershy, that maybe he could make a difference if he tried. It seemed so long ago now, the fire slowly dying inside him, returning him to the old Dusk. She must have done it on her own before, so she needn't have bought him along in the first place, making his own asisstance seem rather... negligable. Maybe that new way of thinking was just a 'spur of the moment' thing. It was gone now... long passed...

So, as Dusk wrapped himself up in his covers and rested his head, he decided to save them the trouble. He would focus on remaining to work in the library, what he had come here to do. He had smoothed things over with them all, so he could now be at peace knowing they would remember that he, at least, was good in some sense.

It wasn't like they would come looking for him in a hurry, and he was still friends with Twilight at least. That much he was thankful for. He would just stay in the library, and work. Just like old times...

* * *

Away from Ponyville, in the dark and dangerous depths of the Everfree Forest, all kinds of creatures stirred. The deadly, the normal and the downright bizzare. But all of them, no matter how big, steered away from a cave, deep within the trees. Animals that ventured there never returned.

Something far worse lurked in this cave, which it had dug into the rock, with winding and twisting tunnels, ensuring whoever ventured there would be surely lost... and wind up as its next dinner.

No animal ever saw it. All they knew was that it was large, fearsome, cunning and very hungry. Right now, it was putting the final stages of a long plan into effect. It's evil eyes scanned over the latest letter, addressed to... _Celestia_ from the one his enemy called 'Twilight Sparkle'. Yes, the time was close now.

Using the magic it had stored up, from thousands of years of waiting and the creatures it ate, it had been intercepting the letters between the Princess and her protogee. So much disgusting sentiment about the 'magic of friendship.' It made it feel sick. But not for much longer. The wait would be worth it. Winter would soon be here...

Too long had those vile princesses resided over Equestria, ever since they wiped out its kind when they rose up against its master. But now, it was almost ready. It would continue to watch, to wait, making sure nothing would interfere with the final plan. It would be... glorious.

"Ssssoon," it hissed quietly, waiting alone in the dark it always lurked in, "sssoon..."


	9. Running the Leaves

**Running The Leaves**

Autumn began to set in even more, as the days passed on. The last of the green leaves finally turned as orange as the sunset, giving the trees a new kind of beauty. The warm summer breeze was steadily replaced by cold chills, the length of Celestia's days beginning to be overtaken by Luna's nights. Everpony knew now, winter was on the way.

Throughout it all, Dusk didn't really mind the cold, as he shelved the book he had been reading. Mostly because he was rarely ever out in it, spending most of his time working in the library with Twilight and Spike, or just keeping an eye on things while they were out somewhere. Currently, he was alone in the library, as the two of them had gone to Sweet Apple Acres for something.

Whenever they went out, Dusk always volunteered himself to stay behind and watch the library. By doing this, he was both doing his job and also fulfilling the vow he'd promised to himself, to not interfere with the business of Twilight's other friends. As he suspected, none had really come looking for him. If they did, he didn't really hear about it.

Of course, Dusk wasn't completely without friends. It had been a week since he'd gone out and apologised to his welcomers and well-wishers, during which time he'd gotten along just fine with Twilight and Spike. Both were good company, Twilight giving him pleasant and intelligent conversation, and Spike always keeping his spirits up. They sometimes asked him if he wanted to come along, saying they were sure the others missed him, but Dusk always stayed at his work place.

Things were quiet currently, and not just because of the environment. Only a few ponies had come in looking for books, Dusk pointing them in the right direction, but there wasn't a lot going on. So, Dusk was now taking some time to relax, content that everything in his life was right.

It was when he went outside, just to get some fresh air, that he noticed everypony heading enmasse in the direction of Applejack's farm. They all seemed excited about something. Curiosity getting the better of him, Dusk approached a light pink earth pony.

"Excuse me, miss, but... where's everpony going?"

"Haven't you heard?" she responded excitedly. "Applejack and Rainbow Dash are facing off against each other in an Iron Pony competition. We're going to watch! Hey, wait up!" She dashed off to catch up with her friends.

Dusk was intruiged. An Iron Pony contest, between Applejack and Rainbow Dash? That sounded like it would entertaining. He might as well go along, everypony else was.

He followed the crowd to Sweet Apple Acres, where he could see them all amassing by a set of wooden stands. From the looks of it, the entire town had turned up to watch. Even the pegasi had rested themselves atop the clouds above to get prime viewing seats.

As he took a place on the sidelines, as he was used to, Dusk spotted the big scoreboard nearby. Currently, the scores were level, with both ponies tying with five points apiece. Fluttershy was standing not too far off, with piles of scoring cards next to her. He caught her eye, and the two exchanged shy smiles with each other.

The current event was a push-up faceoff, with Twilight standing between the competitors, both of whom were sweating heavily from the effort. They were both at ninety and counting, both close to exhaustion. Dusk watched with anticipation as they reached ninety-nine. Applejack just couldn't manage the last one. Rainbow, however, used her wings to lift herself back up, snatching victory and another point.

As everypony cheered, Dusk couldn't help but feel a little sorry for Applejack. Rainbow had effectively cheated in that event, by using her wings. To his dismay, she continued this show of unfair play, using them to gain a little extra length in the long jump and to carry some chicks across a mud track to their mothers. As a result, the pegasus pony gained a heavy lead.

The final straw, no pun intended, came in the tug-of-war event. Applejack almost had victory, yanking on the rope and pulling her opponent into the mud. Rainbow once again used her wings, flying above the mud pit and, by way of trickery, dropped the country pony in her place, amounting a total score of fifteen to five.

Dusk, who usually preferred to keep himself out of things that didn't concern him, was a strong believer in fair play. As cool as Rainbow Dash was, she hadn't earned this victory fairly. He was still surprised at himself, however, when he strode towards the two athletes, who were now arguing with each other.

"You used yer wingpower ta help ya win over half those contests," Applejack was saying angrily.

"Sounds like sour apples to me," retorted Rainbow Dash.

"Are ya sayin' ya _didn't_ use yer wings?"

"Well... no. But you never said I _couldn't_ use my wings."

"Ah didn't think ah needed ta tell you ta _play fair_."

"I still would have won even _without_ my wings."

"Prove it!"

"Um... excuse me..." Despite the volume at which he spoke, it was enough to break them both up, turn to face him and give him big smiles.

"Dusk! Long time, no see sugarcube." Applejack trotted over to his side. "Y'all seem like a fair pony Dusk, wouldn't you say that Miss Flaps-A-Lot here was cheatin' in half those events?"

"Actually, I was about to-"

"No way!" Rainbow put her foreleg around his back. "My good buddy Dusk, was just about to say how I won fair and square, and that I deserve my victory."

"Well, I was gonna-"

"Rainbow, you were cheatin' an' you know it. Ah'm sure Dusk would agree."

"Who are you to say who he agrees with?"

"Who are _you _to say you didn't cheat?"

"Your just being a sore loser!"

"Yer jus' bein' a bad sport!"

"Can I please speak?" Dusk asked, raising his voice slightly.

Again, it appeared to be enough to break up the arguement. He didn't think his opinion was all that important, but they obviously wanted to use him as an unbiased third party. He didn't like to choose between the pony who welcomed him and the pony who thought he was cool, but it was clear where his decision lay.

"Um... anyway..." he cleared his throat, and walked beside Applejack, "as much as I don't like taking sides, I have to agree... with Applejack..."

"What?" Rainbow looked aghast. "But, Dusk-"

"I'm sorry, Rainbow, but... Applejack's right." He felt a little more confident, as Applejack gave him a grateful smile. "Rainbow, you... had an unfair advantage due to your... ability to fly in those events. Applejack can't fly, so... she can't match you. Again, I'm sorry to say, but... you cheated and didn't win this fairly."

"See Rainbow?" Applejack said. "At least somepony here knows the meanin' of fair play."

"But how are we supposed to settle now which of us is better?" Rainbow asked desperately.

Dusk thought for a bit, then had an idea. "Um... I have a suggestion... it sounds stupid though..."

"Let's hear it Dusk, go ahead," the country pony encouraged. Feeling bolstered, he did so

"All right, how about this? Tomorrow is the Running of the Leaves. The two of you... can race each other in that. Whoever wins is... well... the true Iron Pony."

"That's a great idea, Dusk! That oughta settle this once an' for all... and fairly."

"Alright! You're going down, country pony!" declared Rainbow confidently.

"Hold on! Ah say there ought ta be one condition: the point is to _run_, so no wings allowed," ruled Applejack, turning to Dusk. "That sound good ta you?"

"Um... it seems... fair to me," Dusk replied, returning to his usual nervous self.

"Ha! No wings? No problem!" They spat on each other's hooves and pressed them together in agreement, though Rainbow did blow a raspberry at Applejack. "See ya tomorrow then, when I'll be claiming the title of Iron Pony." With that, she flew off back to Cloudsdale with a rush of wind.

"Don't be too sure," grumbled Applejack. She calmed herself, then faced Dusk with a smile. "Thanks sugarcube, for sortin' that out. See, that's what ah meant by more confidence."

"Yeah... I remember," Dusk said shyly. "It was uh... good advice... thanks..."

"No problem." She turned to leave. "Well, it was good seein' ya again Dusk, 'specially after so long since ah last saw ya. Sorry ah can't chat, but we gotta clean all this up."

"It's fine I'd... I'd best be getting back to the library anyway..." he told her.

"Sure thing. Glad ya could make it today."

"I am too... see you, Applejack..." He turned to go, moving towards Twilight and Spike, who were waiting nearby.

"Dusk!" She approached him with a smile, Spike sitting on her back. "You managed to make it!"

"Yeah... everypony else was so... I thought I might as well."

"Come on guys," Spike said urgently, "let's get going, before we're asked to help clean up."

"Spike!" Twilight shook her head. "We should be getting back anyway, come on Dusk."

He fell in step next to her, as they walked at a gentle pace back to the library. The two of them basically just filled Dusk in on all the events that he'd missed out on watching, how it had been fairly even at first, though Spike had been used in a few events that left him worn out and bruised, including a bronco buck and lassoo contest. Dusk felt a little regretful that he didn't come along sooner.

When they arrived back at the library, the conversation had turned to the Running of the Leaves, an annual tradition that ocurred in Ponyville. Dusk had to admit he was quite looking forward to it.

"It should be an interesting cultural event to observe, to say the least," he was saying, as Twilight pulled down a book and Spike hopped off her back.

"I think so too. I am here to learn, so this should be quite informative. But I don't plan on just watching, I'm going to take part." Dusk now saw that the book she had got out was a sports one.

"Really? I didn't know you did this kind of thing," remarked Dusk, sitting next to her.

"Well... I don't. I've never run a race in my life," Twilight admitted bashfully. "But, I intend to read up on the subject, so I'll be prepared to run tomorrow. What about you Dusk? Are you going to take part?"

"Um... well, I've... never really thought about it. I've... never really been one for... sport..."

"Well, how about you run with me? If we've both never been in a race before, we should both have equal chances and be well-matched. Plus, we'll both get a good experience out of it."

"Er... I don't know..."

"Come on Dusk," Spike encouraged. "It'll be fun! You did say it would be interesting to watch. What could be better than taking part? And, you'll be with Twilight, so you'll be running with a friend."

"Well..." he thought about it for a few minutes. They both made good cases, and if Twilight was doing it, what would his excuse be for not doing too? "Alright, I'll run with you in the race, Twilight. Spike, what about you?"

"Sorry, it's for ponies only," the dragon said a little forlornly. "But don't worry, I'll be sure to be announcing the race like today, so I'll give you some support."

"I heard you today," Dusk informed him, with a smile, "you were rather good at it. I hope you'll be doing it again tomorrow."

"Thanks Dusk! I'm gonna go get some practice in!" He dashed off upstairs, announcing as he went to unseen ponies.

"Well, at least he's enthusisatic," Twilight giggled, offering a book on running to Dusk. "Come on, let's study up running."

"Thank you." He opened it at the first page and began to read. Suddenly, he was looking forward, and becoming more excited to the race tomorrow than he ever had before.

One thing would be sure: he and Twilight would be ready to give it their best shot.

* * *

Dusk awoke bright and early the next morning, all the facts and tips that he'd read about running races, and proper conduct in sporting events, still swimming in his head. He made sure to eat a good breakfast, left his saddlebag where it was and set off to meet Twilight and Spike.

As he had said yesterday, Dusk wasn't really the physical type. He had avoided sporting events whenever he could, preferring just to sit and watch, or just read a book. Twilight was pretty much the same it seemed, so that was why Dusk didn't feel as nervous as he normally would.

Not only that, but he had discovered that, since his greatest hope to be her friend had been fulfilled, he liked spending time with the purple unicorn. At least he would remain in good company.

The two of them just stepped out of the library door as he arrived, both smiling as he caught up to them.

"Right on time as always, Dusk," Twilight noted admirably. "Come on, we're just setting off."

"Right you are. Are you ready for this?"

"I certainly am. I think we're both as ready as we can hope to be," she said, as they headed towards the starting line.

"Twilight, Dusk, hurry up!" Spike urged from her back. "We're gonna be late for the race."

"You ready to do some more commentating today, Spike?" Dusk asked him.

"You bet I am!" He looked in his direction, picking up a twig from the ground. "Just listen, I've been practicing: Fillies and gentlecolts, welcome to the annual Running-"

"Welcome to the annual Running of the Leaves!" Dusk knew that voice immideately. "This is Pinkie Pie, your official p-eye-in-the-sky announcer."

He looked up as they neared the starting banner and, sure enough, he saw Pinkie Pie, floating in a purple hot air balloon, and announcing through a white megaphone.

"Sorry, Spike," Twilight said. "I guess the job is already taken..."

"Where... did she get that balloon?" Dusk asked, with a raised eyebrow.

"I'm not sure. You learn not to ask with Pinkie," Twilight noted.

"Aw man..." Spike threw aside his twig, looking forlorn. Dusk felt a little sad for him as well. He really had his heart set on doing the commentary.

He suddenly had another idea, one that would help out his fellow asisstant. He could at least try doing a favour for a friend. There looked like there would be enough room in the balloon for Spike and, if Pinkie were willing to concede... this might work... He told Twilight he would meet her at the starting line and dashed to the balloon.

"As everypony knows," Pinkie commented as he caught up, "the running is a very important tradition, for without it, the autumn leaves of Equestria would never fall. So get ready, ponies. The Running of the Leaves will begin in five minutes!"

"Pinkie! Down here!" he called out. She looked down, and beamed at him.

"Dusky Psychic Pony! It's been ages since I saw you! How you doin'?"

"I'm... very well, thank you," he informed her. "Commenting on the race, I see..."

"Sure am! How could you tell? You really must be psychic!"

"Yes... I must be..." He disregarded that last statement, knowing there was no point in trying to correct her. "Anyway, I was wondering... if you could... do me a favour...?"

"Sure, what is it?"

"Well... Spike was hoping to do the announcing today, he did it yesterday," he elaborated. "And... while I'm sure you'll do great... would let him, perhaps... let him co-report with you?"

"Well, sure! The more the merrier!" She called through the megaphone: "Spike, come on over here!" A few minutes later, he came running up next to Dusk.

"Yeah, Pinkie, what's up?" he asked, panting a little.

"Me silly!" She giggled at her joke. "Anyway, Dusk told me you wanted to do the announcing today. Would you like to co-report with me?"

"Would I? Sure!" He gave Dusk a grateful smile. "Thanks buddy, it was good of you to do this."

"Heh... you know, anything for my brother-in-library-asisstantship," Dusk said modestly illiciting a chuckle from Spike, as a rope lowered and he scrambled up it.

"I won't forget this!" He called down, hauling himself into the basket. "Good luck in the running!"

"Yeah, good luck Dusk!" wished Pinkie. "Although, being psychic, you can probably run it with your eyes shut! Happy running!"

Dusk waved them off, then proceeded to the desk to register himself at the desk. He was given a race number, forty-three, which he placed on his flank, so that it covered his cutie mark. Spotting Twilight with Applejack and Rainbow Dash, he trotted up to them, ready to race.

"But... have ya ever run a race?" Applejack was asking, sounding like she was barely able to contain herself from laughing.

"Well, no," she admitted, "but I do know a lot about running." As she said this, he noticed the two of them were sniggering.

"And you know this from..." Rainbow prompted.

"Books. I've read several on the subject, so has Dusk," she added, smiling as he stood by her side. He felt a little more foolish now.

"Dusk? Yer racin' too?" Applejack sounded surprised at the idea.

"Um... yes," he said quietly. "I am... I've well... I've never run a race in my life... but I thought, since Twilight was doing it... why not?"

"What'd you both read, "_The Egghead's Guide to Running_"? Did you stretch out your eye muscles to warm up?" She burst out laughing, Dusk lowering his head in embarrasment. Maybe this wasn't such a good idea... what chance did he have...

"Rainbow, that's enough!" He looked up to see Twilight staring furiously at her. The pegasus pony seemed to realise what she had done, and stopped laughing, looking sympathetically at Dusk.

"Sorry Dusk," she said sincerely. "I didn't mean it, I was just... you know, messin' around. I'm sure you'll do great."

"Alright..." Dusk looked up, feeling a little better. "It's okay, I'm fine... I don't really stand much of a chance, not against you two anyway..."

"Dusk, it ain't winnin' that's important," Applejack advised, "it's the takin' part that counts. Ah think it's dandy you two are runnin' in the race. Best-a luck to ya both."

"Thank you." He felt less foolish now, especially when he saw Twilight's encouraging smile, along with the support from the two athletes. "Anyway, I'd say that everypony here is... way out of the league you two are in."

"Nice of ya ta say so, but only one-a us can be the Iron Pony," Applejack reminded him, as Dusk began to strech his legs.

"Indeed. I suppose, as well, I deserved that... jibe, Rainbow. I mean, I am the reason you're... having to compete again... you know..."

"Eh, don't sweat it," she shrugged. "This is just a chance for me to prove how awesome I am, all over again."

"Fairly this time, I see," he said, glancing at her tied-up wings. Applejack's work, he guessed. "Good luck, and may the best mare win."

"Don't you worry Dusk, I plan to," Rainbow said with a wink. Applejack just rolled her eyes, as Pinkie began announcing again:

_"All right ponies, are you ready?" _Dusk tensed himself on the starting line, remembering what he had read up on.

_"Get set..." _His legs felt like coiled springs, as he stared straight ahead... any second...

The bell rang, and everypony sprinted off the starting line, Twilight and Dusk running in their midst. He caught his friend's eye, nodded from what they both knew to do next and they lessened themselves to a slower pace. Just as the books had said: pace yourself from the start, conserve your energy until you reach the finish line.

"Good to see you did plenty of studying," Twilight commended, as they matched each other's pace.

"Likewise, Miss Sparkle," he replied, in a friendly, formal voice, at which she giggled. "Now, shall we take a little walk together? I mean... you know... not that kind of..."

"It's okay Dusk, I know what you meant," she assured, though she did blush slightly. "That sounds perfect."

As everypony else dashed off into the distance, Dusk and Twilight set off at a gentle stroll, like this was just a walk in the park. Vibrations from hooves caused the leaves to become detached and fall from the trees, adding another kind of beauty to their environment, seeing all the different colours of orange, brown and yellow.

Though they were not ahead of the pack with the others, they were kept updated on Rainbow and Applejack's progress by Pinkie and Spike's joint commentary of the events, which had them laughing all the way. As strange as she was, Dusk wasn't too surprised the pink pony was the Element of Laughter, something he'd figured out a few days ago.

_"Welcome to the official coverage of the Running of the_ _Leaves!"_ announced Pinkie._ "You know, Spike, despite its name, the leaves don't do any of the actual running. No, that's left to my little ponies!"_

_"Why...uh yes,_ _Pinkie," _Spike replied, unsurely_, "it's the running of the ponies that causes the leaves to fall._

_"Ugh. Those lazy, lazy leaves," _she berated._ "But this year, the run is about more than the weather. It's about the race to the finish and the two runners who want to win it: Applejack and Rainbow Dash."_

_"You know, Pinkie, these two ponies have a bit of a grudge match they're trying to settle," _Spike informed._ "Trying to prove who's the most athletic."_

_"Yes, and 'grudge' rhymes with 'fudge,'" _she said happily.

_"Yes it... does... what?"_

_"And I like fudge. But if I eat too much fudge I get a pudge and then I can't budge."_

_"So... no fudge?"_

_"Oh, no thanks. I had a big breakfast."_

By this point, Dusk didn't hear the rest of the commentary, because he and Twilight were just laughing so hard at it. She really was brilliant, random, but brilliant.

There was the occasional moment when there was a slip-up from the two competitors. Applejack tripped over a rock, thinking it had been Rainbow Dash tripping her up, though Dusk and Twilight set the record straight. Again, the same happened with Rainbow, though she seemed a little more insistent that it had been her opponent cheating, that caused her to fall. This was going to get ugly, Dusk could tell...

"Hey Dusk, why don't we play a game?" Twilight's suggestion centered his thoughts back to her. Liking the sound of the idea, Dusk nodded. "Alright then, I'll point out a leaf. You tell me what tree it's from and then tell me a fact about that tree. Then I go, then you again and so on. Sound good?"

"Okay then. You start." She pointed at a leaf, which Dusk knew immediately. "That's from an oak tree, which bears a nut called an acorn. Each acorn contains one seed and takes six-eighteen months to mature, depending on what species it is."

"Very good. Okay, now you." He did so, and she answered straight away. "The leaf of a beech, which grows on a wide range of soil types, acid or basic, provided they are not waterlogged."

"Great! Now then..." They continued with this as they walked, exchanging knoweldge and facts.

All the while, Dusk was enjoying being in Twilight's company. As well as playing their naming game, they also discussed who had the better chance of winning or spotting interesting sights along the route. One such was a beehive, that appeared to have fallen from the tree branch above. The bees, however, were long gone... thankfully, Dusk thought.

"Oh my, Dusk," she sighed, bringing him out of his thoughts, "isn't Whitetail Wood lovely?"

"Yes, it is," he agreed, gazing around at the bare trees and feeling the leaves crunching beneath his hooves. "The beauty of nature is truly one of the greatest things about the world, there can be no doubt."

"Yeah," she sighed again. "See, I told you this would be a great experience."

"That you did." He smiled his best smile. "Thanks for convincing me to come along, I'm really having a good time."

"Me too," she agreed. "Autumn is such a beautiful time of year, don't you think?"

"Hm..." It was amazing how much they thought alike. He glanced on ahead, to see Rainbow standing by a sign that pointed the way. "Little bit far from the head of the pack, aren't you?"

"Don't worry, I'm sure to win now," she said, with a burst of confident laughter.

"Except that all the other racers just passed you," pointed out Twilight.

"Oh horseapples!" True to her name, she dashed off. "See ya!"

"That was... odd," Dusk remarked.

"I agree with you there? Why was she just standing there?" She shrugged. "Oh well, come on."

They set off again, but before Dusk noticed that there was only one screw holding the sign in place. It was possible it could be rotated. And Rainbow's attitude before, plus the fact she was standing there could mean that... no, probably not.

They continued on, passing by a pool of spilled tree sap, though the other buckets set up seemed fine and passing by Rainbow and Applejack once more, who for some reason, were just standing on a flat bit of rock. Before long, they sped on ahead again. Meanwhile, everypony else was beginning to slow down due to exhaustion from spending most of their energy in the rest of the race.

It was when Dusk heard the sound of a klaxon that he knew they were nearing the end. The time for conserving energy had passed, now it was time for the final leg.

"Time to sprint!" Dusk sped off, Twilight matching him.

"Don't think I'll go easy on you," she called out playfully.

"Funny, I was just thinking the same thing," he retorted with a laugh.

They ran past Applejack and Rainbow Dash, who appeared to be resorting to dirty tactics and re-joined the group, steadily gaining ground. Soon, Dusk was just a few feet behind fourth place. Just a little further...

Then, he noticed Twilight, also just behind him. She was really going for it, but Dusk seemed to be the faster runner. A thought ocurred to him, and he remembered Applejack's advice. He knew who deserved to finish ahead of him, and what to do.

He pretended to stumble, affecting a small yelp to make it look like he had tripped, allowing Twilight to gain a lead on him, crossing the finish line just in front, as he also made it, gaining sixth place. The surge of elation he felt was incredible, as everypony cheered the runners.

"Yes! I did it, we did it!" he shouted, before remembering himself and quieting down, his face flushed. A pony placed a medal around his neck, a silver coloured one, causing his face to go redder and met up with Twilight, who had a gold one.

"Well done Dusk, we've done it!" She gave him a proud smile, though not as proud as Dusk felt. "You ran a great race."

"You did too..." He turned to see a battered pair of athletes. "Come on, let's go and see these two..."

"Then... who won?" Rainbow asked, Pinkie and Spike, who told them they had tied for last. Then, they saw Twilight and Dusk, their medals dangling around their necks.

"You two did?" They were utterly astonished.

"Oh no, but I did get fifth place," she said proudly, "which is rather good considering that I've never run a race before."

"And I came sixth," Dusk told them, "again, also rather good."

"What? How's that even possible?" Applejack demanded.

"You both ran so slow, and _looked at the scenery_. I couldn't tell if you were racing or just on a date!"

"Well... I wouldn't say that..." Both he and Twilight went the same colour as some of the leaves. "Anyway... that was the point, we paced ourselves, just like the book said. Then at the end, when all the other ponies were worn out..."

"... we sprinted for the finish." Dusk finished smartly. "Not bad for a pair of eggheads, I'd say."

"Ah don't believe it... the two ponies who've never even so much as bucked an apple beat us."

"Well, with all your horsing around, it was quite easy," Twilight pointed out. Maybe it was the thrill of his victory, or some kind of attempt to make amends, but Dusk also found himself speaking up.

"Considering that you were both... scrapping over each other, it wasn't hard. And that's coming from me," Dusk pointed out, feeling a little ashamed at them both. "I know it's not my place, but... you were both behaving like a couple of fillies out there. Sorry... no offense..."

"No, yer right, Dusk, you too Twah'light. Our behavior was just terrible..."

"We weren't very good sports," Rainbow said ashamedly.

"Sounds to me that an important lesson was learned," said a new voice, one Dusk had heard before, but it seemed like so long ago.

"Princess Celestia!" Everypony sunk to their knees, bowing as the Princess of the Day arrived on the scene. Dusk promptly stepped back a little, so she could talk to Twilight and her friends, without him bothering them.

"W... What are you doin' here?" If Applejack was astounded before, she was now completely gobsmacked.

"Fall is one of my favorite seasons, so I came to celebrate the Running of the Leaves," she informed them kindly.

"Ah'm sorry ya had ta see us bein' such poor sports, Princess," Applejack said humbly.

"That's all right, Applejack," she assured gently. "Anypony can get swept up in the excitement of competition."

"It's important to remember that the _friendship_ is always more important than the competition," added Twilight, recieving a warm smile from her teacher.

"Exactly, Twilight." She turned back to the athletes. "Now, unfortunately...

Dusk decided not to stay to stay and hear the rest. Though he was proud to bear witness to such a valuable lesson about friendship, they didn't need him here being a fifth wheel. He was about to try and slip away, when...

"Dusk, how lovely to see you again!" He turned to see the Princess approaching him. Applejack and Rainbow Dash had run off again, and Twilight was standing a little further away, waiting for him.

"Um... greetings, Your Highness..." He bowed once more. "It's... good to see you too..."

"My faithful student has told, from her letters you me you have been working hard in the library, and that the two of you have become good friends. I'm very pleased to hear that, especially since it was what you hoped for."

"Yes... yes, it was." He returned the Princess's smile. "Thank you, Your Highness, for giving me... the chance..."

"I was happy to do it," she said with a wink. "Although, remember one thing Dusk..." She leaned in and whispered. "There's more to your life in Ponyville than work, and you have friends other than Twilight. I think they've been missing you."

"If I may... I don't think so, Princess... I'm sure they're doing... fine, without me... bothering them. I'll just... carry on with my work..."

"I'm not forcing you," she said. "But I think it would be nice to see them, now and again, don't you?" She spread her wings again. "Now, I must return to Canterlot. Goodbye Twilight, Dusk. Be well."

With a gust of wind, she majestically took off into the air, soaring back towards the mountains.

Watching her go, Dusk thought about what she said. No, he had made a promise to himself, to not bother the others and focus on his work. Just be friends with Twilight, like he'd always wanted. But, deep down inside, there was a little voice, that told him one thing:

Maybe she's right...

Dusk realised, as he walked back with Twilight and Spike, excitedly discussing the race, and remembering how Applejack and Rainbow Dash reacted yesterday, that it might become difficult, from now, to keep his promise.


	10. Hush Now, Quiet Now

**Hush Now, Quiet Now**

"These books just never get old," Dusk remarked to himself, as he turned the pages of Sapphire Stone, lying on his couch in his living room.

Winter was at last here. He could see outside the snow that covered the ground, ponies walking by, dressed in scarves, woollen hats and snow boots. Little fillies and colts were enjoying the snow, throwing snowballs or building snow ponies. Everypony was now on a holiday for winter, taking time off working until spring returned. Dusk was included in this.

It had been a good few days since the Running of the Leaves, when he'd last ventured somewhere that wasn't the library and thoroughly enjoyed himself Twilight had given him time off for winter, and he was choosing today to spend it at home, curled up with a book It was fine, at first... but then he remembered what the Princess had told him.

He had taken a sort of personal vow, to just focus on his work, remain friends with Twilight and just leave the others alone. But the Princess was the reason he was even having these thoughts in the first place, the reason why he was here and was friends with a unicorn who he hoped would truly understand him. For that, he was truly thankful

But he wasn't going to be seeing Twilight today, as he wasn't in the library working. By his reckoning, he'd spent a lot of time with her. Not that that was a bad thing, but he did think about the others. Did they really miss him, wonder what he was doing? It was these thoughts that compelled him to put away his book, and get ready to go outside.

Maybe he would go and visit somepony. He could read his books anytime, he had the time now. Plus, he considered this as another hinted opportunity from the Princess. She hadn't steered him wrong so far. He slipped on his scarf and left the house.

The cold winter chill hit him as he stepped outside. It wasn't too bad, as he was protected by his warm, fur coat. Dusk, however, resolved that he should probably get some more proper winter-wear, unless he wanted to catch a cold.

The trees were now completely bare; their leaves having been cleared up off the ground, which was now blanketed by snow. Plants were no longer in flower, pegasus ponies were leading birds South to spend the winter, as well as preparing clouds to snow, and little critters were getting ready to enter hibernation. With more snow forecasted for tonight, winter was definitely here.

"Now, who should I visit?" he asked himself, his hooves crunching in the snow.

Twilight and Spike were ruled out, of course. Applejack would want to be spending time with her family, so she was discounted. Rarity was probably busy, he figured, Rainbow was most likely resting in a cloud somewhere and he didn't even know where to start looking for Pinkie Pie. Then, he remembered seeing Fluttershy at the Iron Pony contest, smiling shyly at him. Perhaps go and see her...

He was just wondering how to find her house, did she live in Cloudsdale perhaps, when a snowball hit him in the back of the head. Surprised, but not angry, he spun to look at the guilty culprit.

"Woops! Sorry, mister!" Three fillies halted their game, and trotted up to him.

Like the girls, it was an equally balanced little trio. The pegasus had fur of dull orange, her mane being purple, the unicorn was white with lilac and the earth pony, the one looking most guilty, had cream coloured fur and a red mane, with a pink bow tied at the back.

"Sorry, mister," she said again, "ah wasn't meant to hit ya..."

"It's okay," Dusk assured them, shaking snow away. "Just an accident, I don't blame you." Her voice had a familiar twang to it; he noted and it made him think... "Hey, are you by chance, Applejack's little sister?"

"Sure am, mister," she said proudly. "How'd ya guess?"

"I suppose, you could say I'm psychic," he joked. "No, she mentioned you, and just... you know... family resemblance."

"You know ma sister?" She looked him over, then her smile widened. "You mus' be Dusk! She told me about you too!"

"She... she did?" He was rather touched that she had.

"Dusk? Who the heck is that?" asked the pegasus pony.

"I know who he is, my sister mentioned him too," piped up the unicorn. "She said he was a polite and gracious kind of colt."

"What does 'gracious' mean?" inquired the earth pony.

"I dunno, that's what she said," she answered, looking back up at Dusk. "My sister, Rarity, said she had you over for tea. She says you're her friend, but that you don't see her and the others much. How come?"

"Yes well… I'm always busy… working…" He cleared his throat, steering them away from the subject. "So, who are you three then?"

"Oh yeah, you don't know us." The Pegasus stepped forward. "Name's Scootaloo."

"I'm Sweetie Belle," introduced the unicorn. "It's nice to meet you, Mr Dusk."

"And ah'm Applebloom, and together we're…"

"THE CUTIE MARK CRUSADERS!" they announced loudly in unison.

"We'll leave no stone unturned!"

"No mountain unclimbed!"

"No meal uncooked!"

"No song unlearned!"

"UNTIL WE GET OUR CUTIE MARKS, YEAH!"

"Cutie Mark… Crusaders?" That was when he noticed their flanks were completely unmarked. "So… you've all come together… to discover your special talents?"

"Exactly," Scootaloo confirmed. "We'll do whatever it takes, however long it takes, to discover our talents and earn our cutie marks."

"What's your's, Mr Dusk?" Applebloom looked to his, his rolled-out scroll. "That's kinda like the Mayor's... do ya work for her?"

"No... I work in the library." He looked to his flank. "Mine is knowledge and learning, of whatever most fascinates me or intruiges me. Whatever it is, I learn all I can about it, until there's nothing left to learn. Got me good grades at school..."

"Aw, we already tried that one," Sweetie Belle said disappontedly.

"Eh, that sounds boring anyway," remarked Scootaloo. "Come on, let's get back to seeing if we have talents in snowball fighting!"

"Well, good luck with that. Oh, wait!" He stopped them before they ran off. "Can you tell me where Fluttershy lives?"

"Sure we can! CUTIE MARK CURSADERS- LOCATION FINDERS!" They all started pointing and explaining.

"Just head down this road..."

"...go down Apple Avenue..."

"...past Sugarcube Corner..."

"...along by Hay Street..."

"...turn left an' go straight on from there..."

"...you can't miss it!" Finished Sweetie Belle. As soon as they finished, they all checked their flanks. They waited, but there was no result. "Awww..."

"Thank you, Crusaders. Sorry about your marks, I'm sure you'll get them soon enough," he encouraged, walking in the direction they indicated. He could still hear them, as they trotted off.

"Well, that didn't work," noted Scootaloo.

"Maybe we gotta wait till he finds it, then we'll get 'em!" suggested Applebloom.

"What would cutie marks for location finders even look like?" asked Sweetie Belle.

"Ah dunno... but ah know what one for snowball fightin' might look like." He heard the impact of more snow, and laughter, as he left round the corner and out of sight.

He followed their directions, hoping that they were right. They seemed like a good little group of friends, he thought to himself, as he walked by Sugarcube Corner, if a little enthusiastic. Not like him when he was a foal.

Dusk recalled when he was in school, when he was just as quiet and lonely then, as he was now. Well, maybe not so much now, but he had been friendless. He was, however, the seventh in his class to earn his own mark, after he'd got a high grade on that surprise test. Ponies had payed attention to him for a little after that, but they'd left him alone soon enough. Soon, they would too...

He soon reached Hay Street, turned left as they had instructed and carried straight on, down a country lane of cottages. They said that he wouldn't miss it, meaning that it stood out somewhere from the others. Then, he saw it amd knew what they meant.

It looked as if it had been built underneath a growing bush, almost like it was part of the landscape around it. Nature just emerged from every cranny, though it probably looked better in spring. The small stream was frozen over, and the trees were bare like the others. There seemed to be at least a dozen homes for animals: bird houses, rabbit holes, hanging from trees or acting as part of the house.

She really did like her critters.

He crossed the bridge, approaching the red door. He suddenly didn't feel as sure as he had before. What if she was busy, and didn't want anypony bothering her? Would this be rude, just to drop in on her?

He raised his hoof to knock. Then, he lowered it again. Then bought it up. Lowered it again, this time giving a resigned sigh. She probably would be busy too, he thought, turning to leave.

"Hello? Is... is somepony there?" He turned back to see her, emerging from the side of her house. Her eyes widened in surprise, though she smiled when she saw who it was. "Oh, hello Dusk... what-what are you doing... here?"

"Good afternoon, Fluttershy." He approached tentatively. "I was just... coming to visit you, is all..."

"Really?" She was, again, surprised at the idea.

"I hope that uh... I'm not interrupting you."

"Oh no, not at all." She looked shyly at the ground. "Except... well, um... I suppose I am... doing something, right now..."

"Oh... okay..." He would be lying if he'd said he wasn't disappointed. "I can leave, if you want..."

"No, no." She met him as he walked back. "I'm sorry, I didn't mean to sound rude. You can come in... if you like. Or... you could... help me with what I'm doing. Only if you want to..."

"Of course, I'd love to," he said happily. He jumped her fence, as she led him around the back of her house. "What are you doing?"

"I'm putting all of my little critters into hibernation for winter," she explained. "I was just putting them into their homes... if you'd like to help me..."

"Certainly," he agreed, as they reached a large area, filled with various burrows and holes. "Just tell me what to do."

"Well, for now, could you just... coax them into their homes, please?" Dusk nodded and set to work.

The task Fluttershy had given him was simple enough, as the animals didn't need much coaxing to go into their homes. Most were so sleepy, that they headed off whenever Dusk gently nudged them into their holes, giving big yawns and streches and curling up to save their strength. It was rather satisfying, to see them curl up to sleep.

Fluttershy, of course, had fewer issues than him. She had such a gentle, delicate way of treating the animals. It was like watching a mother with her children, almost as if she communicated with them on another level. The only one she seemed to have trouble with was with a particularly adamant white rabbit, who looked to be point-blank refusing to go into his hole.

"Come on Angel, go on down," she gently told him. The rabbit, Angel, crossed his arms and shook his head. "Please Angel, do it for mummy?" Refusal was met with. "Come on Angel, all of your other little friends are..."

Dusk, seeing she needed help, strode up to the bunny and stamped his hoof down. "Angel! Bed! Now!"

The rabbit looked quite astonished at this show of authority, but he still refused. Dusk allowed his horn to start glowing. "Angel... don't make me resort to desperate measures..."

That did it. He jumped in fright, glared resentfully at Dusk, grabbed the little nightcap that Fluttershy was holding for him and stomped into the rabbit hole with the others. Now that was satisfying, thought Dusk. He turned to Fluttershy, who looked grateful.

"Thanks Dusk, but... did you have to be so... forceful?"

Immediately feeling ashamed, Dusk went red. "S-s-sorry... it just seemed like... that uh, he needed... a firm hoof..."

"Perhaps you're right," she agreed. "Thank you again, I'm not really very good with... taking charge, like that..."

"Neither am I," Dusk admitted. "I just read that in a book once. I just uh... wanted to see if it might work."

"Well, I'm glad it did." She lifted herself up with her wings, heading towards her house. "Now, we need to make sure they're all tucked up, nice and cosy."

Dusk waited for her in the glade, as she entered her house to get something. After a few minutes, she came back out again, with a wooden box clutched in her mouth. Dusk recognised it as an old music box, well carved and cared for.

"I need to sing them a lullaby," she explained once more, "just to make sure all the critters get to sleep okay."

"Fire away then," he encouraged, standing back and letting her do her stuff. She opened the box, which began playing a slow, tinkling tune. Fluttershy, in a soft, calming voice, began to sing:

_Hush now, quiet now_

_It's time to lay your sleepy head_

_Hush now, quiet now_

_It's time to go to bed..._

She really did have a wonderful singing voice, thought Dusk. Even his eyes began to feel a little heavy as she sung on, like he would doze off right there in the snow. He could hear yawns coming from the holes, indicating her lullaby was having the intended effect. A few minutes in, she beckoned him over.

"That's lovely, Fluttershy. Great work," he whispered.

"Thank you, that's nice of you to say so. Would you like to try?" she asked sincerely.

"R-really? You... want me to have a go?"

"Only if you want to, of course..." She stood back a little, as Dusk considered.

He didn't think of himself as much of a singer, as he'd never really sung in his life. It might sound awful, as far as he knew. He did, however, know one lullaby, that his mother used to sing to him when he was a foal. He might as well try...

He cleared his throat, recalled the lyrics and sang, as gently as he could:

_There, little bird, in the orange sky _  
_Over the silver peaks, so high _  
_Oh where do you wander? Where do you roam?_  
_And when, will you, come home?_  
_Oh when, will you, come home? _

He faltered, as he waited to start again. He glanced back unsurely at Fluttershy, who gave him support in the form of another gentle smile. Returning it, and feeling his eyes becoming moist, he struck up again:

_Oh little bird, where will, you fly?_  
_Above the world, as time passes by?_  
_Can't I come with you? Can't you just stay?_  
_Or, doesn't work that way?_  
_Oh doesn't work that way?_

_Oh little bird, you're far away._  
_Perhaps somewhere's night, or else, its day_  
_So I shall stay here, and I shall not mourn _  
_And hope for the day, you'll return. _  
_And hope for the day you'll return._

His song ended, just as the music from the box ended. The glade was now filled with the gentle snoozing from the hibernating animals, all of them now resting, until they would be reawakened in Spring. Until then, my furry friends, thought Dusk, as he quietly crept away with Fluttershy.

"Oh, Dusk..." She gave him a gentle smile, "that was a wonderful lullaby. Wait... what's wrong?"

"Wha...?" Dusk noticed now, that he had been crying. His eyes were wet, some tearstreaks down his face. "Oh..." He wiped away the tears, and sniffed. "Sorry... it's just... been a long time, since I've heard that..."

"Where did you hear it?" she asked, leading him into her house and gazing sympathetically at him.

"My mother... used to sing to it to me, when I was a foal..." He sniffed again, wiping away more tears. "I guess I was just... sad, to be remembering a... simpler time..."

"Well... I'm sorry that I made you sing it, I didn't know it would make you sad... it was still lovely, though..." She looked so ashamed herself, that it made Dusk feel even worse.

"No, no. I wanted to sing it Fluttershy, it's fine," he insisted. "Thank you, for letting me sing it, and for liking it. It... meant a great deal."

"Okay... you're welcome." She gave him another gentle smile, as she set the music box in her living room. "You sung it well too."

"You were a better singer than me," he said modestly, as she offered him a seat.

"You were good too," she replied, blushing a little. "But... thank you anyway. I'll go and make us some tea, I'd say we've earned it..."

"You don't have to... I can just... leave you to it..."

"Oh, it's no trouble at all. It's the least I can do, after you've helped me. I won't be long..."

"Alright... two sugars, thank you, with a little milk." She nodded and left the room.

She trotted off into the kitchen, as Dusk had a look around. The inside was just as pleasant and warm as the outside. It had a very natural decor, with carvings of leaves and plants on the walls and ceiling, complete with even more homes for animals. There were little staircases leading up to small homes, mouse holes in the walls, birdhouses, it seemed endless.

It was all quiet now though, when he was sure it would normally be abuzz with activity. Fluttershy arrived back with some tea, which she offered shyly to Dusk. The second time somepony had him stay for some tea, he thought, but he wouldn't keep her long.

"Thank you," he said, sipping the sweet, warm liquid, as she sat opposite him. "It really is incredible, how you have such a way with animals, you know..."

"That's... nice of you to say so," she replied, blushing a little again. "You seem to do rather well too. I mean, first you helped me with those little duckies and now today..."

"Not as good as you though," he pointed out. "How do you do it, Fluttershy?"

"I can't really explain it," she said timidly. "I just have... a way, of communicating with them, on another level. It's just my special talent..."

"That makes sense, I suppose," Dusk conceded. "Nopony can explain why they're talented at something, they just are."

"Mmhmm, like you." She gave another bright smile. "I can't really explain why I'm so good with animals, and you can't explain why you're clever. You just are..."

"I, uh... wouldn't say clever... I'm compotent, at least, I think..."

"Twilight thinks you're really clever, and a great learner, she told me so herself." She sipped her tea again. "I think it's nice when somepony says something good about you, especially if it's one of your good friends."

Dusk felt his cheeks grow hotter. Twilight actually thought he was clever, a great learner? He didn't think he would be as clever as her, she did have the Princess as her teacher of course, but it was nice that she thought so.

"You're right..." He cleared his throat nervously, changing the subject. "You keep uh... quite a lot of animals, don't you?"

"Oh yes," she replied with excitement, but even that was still rather quiet. "I love having animals around me."

"I suppose it'll get a little lonely for you now. Seeing as how most of them are sleeping."

"It can get lonely at winter for me, yes..." she admitted sadly. "But, it's not so bad. I have all of my wonderful friends now, they always manage to find time for me."

"It must be nice." Dusk looked down at his tea, unable to look up at her. "For you, I mean... to have so many ponies that... care for you, make you feel better..."

"Dusk." He looked up at the kind tone she put into saying his name. "My friends are your friends too, you know that right?"

"I guess... maybe..." He didn't really believe that, but he didn't want to say anything like that in front of her.

"What do you mean?" she asked kindly. "Dusk, is there something wrong? Did I make your tea wrong? I'm so sorry, if I did..."

"No, no it's fine... it's just that..." He yawned suddenly, and felt rather drowsy. "I just feel... tired... I suppose that your lullaby and... this tea have helped that along..." He stood up slowly. "I think I'll go home, get some sleep..."

That wasn't the whole truth. He also didn't want to get onto the subject of talking about the others. He'd broken enough of his vow just coming to see Fluttershy, without the possibility of moving onto the rest of her friends. Even Princesses could be wrong, sometimes...

"Oh, alright." She sounded disapponited, but stood up as well. "I'll show you out..." She held the door for him, stillsmiling as he walked out. "Thank you for your help Dusk. It was nice of you to come and see me..."

"It was nice seeing you too, Fluttershy. Thanks for the tea..." Rather sadly, he set off back towards his home.

Right Dusk, he thought to himself, you had one slip up. From now on, no seeing the rest of them. You know what will happen, it's just going to put more pressure on them and it'll be even worse when they stop trying to talk to you. Just say you're busy reading next time, or doing something. Just don't see them, at all...

Despite this, that little voice down inside was saying otherwise. And it sounded just like Fluttershy:

_"My friends are your friends too, you know that right?"_

* * *

Wasn't that sweet? And perhaps a little sad too...

Dusk's lullaby was orginally written by SqueakAnon, sung by JamJar, for the Doctor Whoof Adventures audio play, Goodnight, Goodnight. It's a lovely tune, and a great series.

Thanks again to all of my reviewers, see you next time.


	11. Too Good To Be True

**Too Good To Be True**

For the next few days, Dusk had stuck by his promise that he had made after he had visited Fluttershy, to not become involved with anything to do with the rest of the girls, due to his own personal reasons. For the most part, it had worked... though he couldn't help but feel awful about it.

Now and again, he had met one of them and they'd attemped to ask him along to something. Pinkie Pie asked him if he wanted to help make cupcakes with her, but he'd managed to get out of that. Applejack invited him down to the farm, but he'd told her he would be busy. Rainbow Dash asked for more help with flying practice, but he'd said he didn't want to risk further injury, and that he'd be busy anyway.

Everytime he said no to them, they all looked disappointed for a brief moment, before smiling and wishing him well. It still made him feel bad whenever he saw it though, but he knew it was for the best and, soon enough, they'd realise it was too. The worst was when Fluttershy had asked him around to her house again. When he'd said no, she apologised for bothering him a dozen times and left the scene sadly. She would learn too...

Today, however, he'd recieved an urgent message from Twilight at the library, the only one he truly considered to be his friend, simply because she was the one that knew him best, though he even kept a few secrets from her too. Today, she said in her letter that she and Spike needed his help with something in the library and he needed to get there as soon as he could.

This had arrived while he was eating a late breakfast, which he had now quickly eaten, brushed his teeth and was now wrapping his scarf around his neck, picking his saddlebag and tossing it over his shoulder, he hurried out of the door. He prided himself on, at least, being quick at this kind of thing, as well as reliable when needed.

He had to admit, he was looking forward to spending some time with Twilight, and Spike too. Even if he would be doing work on his supposed winter vacation, if Twilight needed him, he would be there.

"Why, hello there Dusk." He spun around to see Rarity, who was levitating a few shopping bags, filled with fabrics.

"Um... good morning, Rarity," he greeted, inclining his head. "How er... how are you?"

"Simply splendid, thank you. And yourself?"

"I can't complain..." He gestured to the bags that she was carrying. "For the store?"

"Indeed, yes. I'm planning on bringing out a new series of slim-line evening gowns for spring. I have a feeling they'll catch on quickly, once I get the designs underway."

"Interesting, but..." He hated to point out problems, especially to somepony he liked, but she motioned for him to continue. "Um... isn't it a little early? Spring is still a few, er... months away."

"Exactly. If I get the designs and sewing done now, start advertising around December, then I should have several orders in for them by the time spring comes around." She smiled in satisfaction. "I never misplan when it comes to fashion, darling."

"Of course, I should have known..." He blushed a little from the affectionate name she used. He tried to excuse himself, but she started again.

"Anyway, enough about what _I'm _doing. What have you been up to, Dusk? I haven't seen you for ages, it seems."

"True enough, heh... yes, anyway," he started, "I've been busy at the library and, right now, I'm just enjoying some time off..."

"How lovely. Well, if you're not busy, do you fancy popping over to the Boutique for a bit? You can see some of my new designs, and we can have a nice chat, perhaps some tea."

"Um, actually, Rarity," he put in, beginning to move away, "Twilight just contacted me, I'm needed at the library. Sorry, I've got to get going..."

"It's fine, I understand. It seems you can never truly escape work, can you?" She tittered a little at her joke. "Well, I shall see you later Dusk. My regards to Twilight and Spike, ta-ta."

"I'll pass them on. See you er... soon." With one last inclanation, he set off again. At least he had a genuinely good excuse this time, for shrugging off Rarity. Something told him she wouldn't have taken no for an answer otherwise.

Arriving at the library, he opened the door, to see the same books he had sorted out a week ago, well some of them anyway, in piles with boxes nearby. Twilight and Spike were just finishing a discussion as he arrived, turning to face him.

"Dusk, nice to see you," his friend greeted. "You got here fast."

"I've always been kind of speedy, when I need to be." He placed his saddlebag in the corner. "I would have been here sooner but, I got held up..."

"It's alright, you still got here quickly. Kinda like Rainbow Dash," she compared. Dusk's eyes flickered to the floor a little at the mention of the pegasus. "Anyway, I'm sorry we disturbed you, but we need your help."

"Yeah," Spike said, taking over. "We need to sort through these older books, we're gonna try and sell them off to collectors. Not only that, all this dust is making me- ATCHOO!"

Dusk had to duck as a ball of green flame soared over his head and outside the door. Thankfully, it didn't hit anything or anypony.

"Right you are," he agreed, smelling a little burning. The fire had just singed the tip of his mane. "The sooner we move these books out of here, the sooner we aren't in danger of Spike burning the good ones. No offense."

"None -ATCHOO- taken." That last one was smaller, thankfully. "Let's get started with- ATCHOO!"

"Uh, Spike," Twilight said quietly. "Maybe it would be best if you went outside for this. Dusk and me can handle it."

"Alright, alright. Have fun you gu- ATCHOO!" He cringed a little as it singed the floor, quickly making his way out.

As he did, Dusk notice him exchange a fervent, almost concerned glance with Twilight. At first, Dusk thought it was by some way of silent apology for almost burning the good books. But... he couldn't help but feel that something else motivated that look. He glanced at Twilight, who was giving him a slightly more soft expression in return. He couldn't help but feel they were... up to something...

Twilight must have seen him looking, as she replaced it with a smile. As such, Dusk dismissed the look the two had exchanged. It was obviously something private, so Dusk decided not to pry into it. Spike left outside, giving one last sneeze and shut the door behind him.

"Well Dusk, shall we get started? I'll show you all of the boxes we need to sort the books into..."

"Right you are."

"Dusk, just so you know, I've recieved an urgent note from Princess Celestia. Me and my friends need to investigate something in the Everfree Forest tomorrow. We should only be gone for a few minutes, but could you come in and watch the library with Spike? Just until I get back?"

"You need only ask," he assured her, smiling confidently.

Once she directed him to all of the boxes for different genres, history, science, classics, they set about sorting through the large pile of old books that Twilight had gathered up. From what Dusk could tell, most of these would be valuable to collectors and would make them quite a bit of money.

As he sorted through them, Dusk couldn't help but notice that Twilight seemed a little preoccupied with something else. Three seperate times, he had to re-sort three books she had placed into the wrong boxes, because she hadn't checked them first. She was acting distracted, distant almost, like there was some fierce debate in her head.

He was about to ask her if anything was wrong, when she tried talking to him, trying to sound casual:

"So Dusk... how's your winter vacation been going?"

"Um... fine, thank you." He decided to go along with it. "Not too bad, I've just been relaxing, catching up on reading..."

"Great." Silence followed. "Do you... have a lot of reading to do?"

"Quite a bit, I suppose..."

"It must be, because-" She stopped herself suddenly. "Actually, never mind."

"No, go on," he urged. He was anxious to know what she had to say.

"It's just that..." She paused, trying to find the right words. "Well... Rainbow, Pinkie, Applejack and Fluttershy have told me that they... invited you to join them for activities, but that you told them that you were busy."

"Oh." At that moment, Dusk wished that he hadn't pressed on the matter. He tried to just return to work, hoping Twilight would too... but she persisted.

"Must be an awful lot of reading to do. Not that that's a bad thing."

"Yeah... I guess..."

"So... if you're not too busy then, would you like to join me and the others later? We're just going to meet up, catch up, it'll be fun."

"I uh... I'm not sure, Twilight... I don't know..." Please, he thought desperately, just drop it.

"Dusk." He stopped and turned to look at her. She wasn't angry, but she looked worried. "Is there something wrong?"

"No!" he replied, a little too quickly. "I mean um... no, nothing's wrong at all."

"Are you sure? You can talk to me if you need to, you know that right?"

"I know, and no... there's nothing wrong..."

"Then, what's going on? You seem to keep making excuses, to avoid the rest of my friends." So, they had noticed, that he'd been rejecting them. "I could be wrong, but I just want to know why."

"There's nothing to know, because there's nothing wrong..."

"Then why don't you want to see my friends? Why are you avoiding them?"

"I'm not avoiding them..."

"But-"

"Twilight! Please, just drop it!" He was rather shocked to have raised his voice like that. So was Twilight. "I'm sorry... I... didn't mean to snap like that..."

"It's okay," she said gently, "I suppose I should have just stopped. It's just... me and my friends, we're worried about you. If there is anything wrong..."

"There isn't..." He turned away from her, heading back towards the door. "I'll be right back I... I think I left something at home."

"Alright, take your time..." It was like she knew. He couldn't bare to look her in the eye, as he hurried out, past Spike and back home, slamming the door behind him.

As soon as he did, he stamped the floor in frustration, trying to fight back the tears that were threatening to take hold, feeling angry, sad and perhaps a little guilty at the same time.

Why did she have to ask him about that, he thought angrily. Didn't she understand, that they could be friends if they wanted, but that the others...the others would want nothing to do with him, soon enough? That he was just doing this so that it would be easier on them, and him, when they eventually just left him alone?

But as the minutes passed, and he thought more about it, his anger began to alleviate, his common sense breaking through, making him think rationally. What had happened the last time he had been thinking like this? It had turned out that he'd been worrying and fussing over nothing, that they hadn't minded at all. He had just overreacted.

He supposed that... they might genuinely care about him, perhaps a little. Twilight said that they had been worried about what he had been doing. It had been rather rude of him, to just turn them down like that, without even giving an adequate reason as to why he was doing it. Some gentlecolt you are, he could hear Rarity say...

What had he said to Applejack? That he wouldn't forget again who his friends were, even if they might not stay that way for long. All things considered, he at least owed them all an explanation for his behaviour. Maybe he could try to make them understand his way of thinking, as to why he had been rejecting them. Considering how kind they'd all been to him, it was the least he could do.

He allowed himself a few more minutes to calm down, wiped away his tears, grabbed his quill so he might have a good excuse lined up, and began to make his way back to the library.

Dusk was still going over exactly how to explain himself in his head when he reached the door. He stopped, to go over the final details, when he could hear voices on the other side. More than just Twilight and Spike. It sounded as if the others were there too.

He hadn't planned on this, to explain to all of them at once. Had Twilight called them all around after he'd left, or had they all just arrived here as the arranged meeting point for their activity today? Curiosity took over him, he needed to know what they were saying...

Realising this was becoming a bad habit, he put his ear to the door and listened. Twilight was the one currently talking:

"... tried to ask him about it, but he wouldn't say anything. He got upset again, so I let him go home for a bit, to let himself be calmed down."

"That pony really likes ta keep himself bottled up, don't he?" That was Applejack he could hear now. "Ah mean, we've barely seen him at all since he got here."

"Not quite true," Pinkie piped up, "he was at the Running of the Leaves, and he went to see Fluttershy."

"Yeah, but Pinkie, it's been days since the race," Rainbow pointed out. "Plus, if he did go and see Fluttershy without being asked, then why'd he say no the time she did ask?"

"He said he was busy... I didn't want to bother him, if that was the case..." Luckily, Fluttershy was standing closest to the door, or else he wouldn't have heard her.

"But Fluttershy dear, that's what he's been saying with all of us too," Rarity said delicately. "He makes excuses, usually poor ones, to not spend any time with us."

"I'm not sure about this girls," Twilight said again. "There's something he's not telling us. He's a nice pony and a good friend, to me at least, so I think we should give him a chance to explain himself."

"I suppose so," Rainbow said doubtfully. Then, more confdently. "I say we make him tell us, set Pinkie talking until he cracks."

"Ooh, ooh, I love talking! Whatdya wanna talk about? Let's talk about cakes, I love cake 'cause it's so sweet and yummy and there's so many kinds. There's chocolate, lemon, coffee, carrot, vanilla, vanilla with chocolate, blue-" Her voice became muffled, and she stopped.

"Hold yer horses there girl," Applejack pacified. "Ah don't think we need to go _that _far. Ah agree with Twah'light. When he gets back, we ask him ta tell us why he's been avoidin' us, if he has. But gently mind, we know how sensetive he is..."

"I'm sure that, whatever it is, won't be that bad," Twilight said encouragingly. "Everypony deserves a second chance."

Dusk's suspicions were confirmed: they had started to notice his behaviour towards them, and they certainly sounded offended. He hadn't meant to do that, but he felt rather guilty now it was the end result. This gave him all the more reason to walk in there and explain himself to them all.

But he was stopped, by what Rarity said next:

"Twilight, I do understand and I think you're right as well. While his behaviour has been rude, I think he means well. I'm rather glad that Princess Celestia instructed you to make friends with him."

"Rarity, that's not right at all-"

Dusk didn't hear the rest of what she would have said, because at that point, he stopped listening, as something inside him plummeted and replayed those words over and over again.

_"Princess Celestia instructed you to make friends with him..."_

All of this time he thought Twilight genuinely wanted to be his friend, that the others wanted to be his friend, had all just been because that Princess Celestia had told them to do it. How could it have possibly been genuine? How could they have actually wanted to be his friend? More importantly... why had he been so stupid to not realise it before?

It all made sense now: why they had been so friendly to him, acting like his friend when they had barely known him, being kind and appreciative of what he did, trying to include him in things they did. They were just doing it because the Princess had told them to... it had all been a lie... and he'd been stupid, naieve enough to believe it.

Suddenly, Dusk just felt... numb. He wasn't sure if he was sad, angry, or deppressed by this realisation. He just knew that, right now, he didn't want to see any of them for a while. He just wanted to be alone. He trudged off back to his home, the snow crunching beneath his hooves, aware of how dead and lifeless the trees actually looked.

When he had closed the door and locked it, he lay on the couch, trying to make sense of it all, but in the end just staring blankly into space. To try and organise himself, and to ease his growing pain, he decided to resort to his own pathetic methods.

He weaved them all out of colour, slightly fainter than usual and placed his own avatar at the centre. He depicted him as happy, jumping around and smiling at them all, the illusion of acceptance. As he jumped and bounced, they all remained still, like statues, smiles fixed on their faces. His puppet realised something was wrong, investigating the Rainbow puppet.

She vanished, fading into nothingness. Alarmed, he moved to Applejack. She vanished too. One by one, they all did. Finally, he dashed to the Twilight one, trying to desperately keep a hold of her. She stayed the longest, but in the end, she faded away as well. His puppet was the only one left, hanging his head, for shame of looking like such a fool. Alone.

He didn't know how long he sat there for, how long he watched his form just sit there. Finally, he erased his puppet too, resorting to the only thing he could do, to let out his emotions.

Dusk Noir, now reflecting his puppet, hung his head, buried it in his forelegs and wept. Sobbing, with nopony to hear him...

* * *

In the dark depths of the Everfree Forest, in the harsh world of its cave, something was laughing. A hideous, horse and empty sound, with no warmth or joy in it. Well, perhaps a little.

It had done it. It had sucessfully mimicked those... _letters _his most hated enemy sent to her pathetic little student, and, using the magic it had stored, had now sent off its forgery to the unicorn Sparkle. Its plans were finally in motion, after all of these years.

Soon... soon she would come, with her little friends. It would seperate them, make them helpless, powerless. It would start with Sparkle, with her great power she would surely feed it best. Then, the others. Then... Celestia and Luna. It would be... delicious.

"At lasssst," it hissed. "After all of thessssse yearsssss..."

It laughed again, in evil satisfaction. And the creatures of the forest shuddered to hear it.


	12. What Must Be Done

**What Must Be Done**

Dusk awoke the next morning, feeling drained, even though he hadn't even moved from his couch since yesterday. He could still feel the tear streaks on his face, as they stuck there, like some kind of cruel reminder of what he had been through. What he had heard...

He wiped them from his face, pulled himself up off the couch, ate a small meal and returned. She'd said yesterday how she and her friends were going to the Everfree Forest. He wanted to give them long enough to leave first, just so they wouldn't see him. After about an hour, around about ten, he rose from the couch and, dutifully but not cheerfully, made his way to the library... as slowly as he could...

He supposed he had always known, that they were just having him on, acting on anothers instructions. He'd been right all along about himself: he was so uninteresting, such an unappealing friend, that Princess Celestia had to tell Twilight and her friends to accept him, to be his friend. He supposed he should be taking some kind of satisfaction, that he'd been right all along... that he could go back to being himself.

So why did it hurt so much? Why did he feel so hurt, empty... because he'd been an idiot, that's why. Like a little foal, he'd kidded himself into actually believing the little fantasy that he'd been playing out for the last few days. The fact that the unicorn he'd always wanted to talk to and they'd actually become friends, just like he'd always hoped, of course it had been too good to be true.

Looking back, Dusk figured it was rather obvious. She was the one who'd sent him to Ponyville in the first place, after hearing him express his wishes. She'd practically set it up. It would have been fine if Twilight had just decided to be his friend because they'd be working together, so she might as well. It felt even worse Celestia had _told _her to, like it was some kind of special assignment.

Dusk looked bitterly towards the rising sun. "Thanks for nothing," he muttered, suppressing the anger that threatened to take hold.

No longer feeling happy at the sight of the tree, Dusk pushed open the door. There was no Twilight to greet him, just like he was hoping. Only Spike was there, atop a ladder. Was he in on it too? Most likely...

He turned to see who came in. "There you are! I was beginning to think you weren't coming." He slid down the ladder, waddling up to meet him. "Where'd you go yesterday?"

"Home." Dusk wondered how cold his voice sounded.

"Oh... right." Spike must have heard it, as his smile flatered. "Did you find what you were looking for?"

"In a manner of speaking."

"Hey... are you okay?"

"It doesn't matter." He walked past Spike, moving to a desk. "What does Twilight-" He faltered when he mentioned her name. He cleared his throat, starting again. "What does Twilight... want us to do?"

"Right to business huh?" He gave a nervous chuckle, while Dusk remained silent. "She's left a list of things that she wants done. She said that they wouldn't be gone too long, so we should be done by the time she gets back. There's one for you, one for me" He pointed close to Dusk, indicating a piece of parchment

"Good." He stood back up, crossing to it. "You've begun your tasks, I take it?"

"Er yeah." He seemed taken aback by Dusk's attitude, but at that moment, the dark-blue unicorn didn't care. "I'll let you get started. And Dusk, one other thing."

"What?"

"You er... left your bag and scarf here. Just saying." With that, he sidled out and into the kitchen, leaving Dusk on his own.

He looked to where he had put his bag and hung up his scarf when he'd arrived, where he always left them. They hadn't even been moved from the corner or the hooks, like some strange form of respect for them. Or because they weren't worth moving.

Dusk decided to get them later, when he went home. He turned his attention to his list of tasks, looking at the first item on the list: _Finish sorting out the old books into the boxes._

He turned to see that, indeed, the large pile of dusty books hadn't been completely sorted through yet. Well, at least that would take his mind off things, give him somthing to do... Dejectedly, he began sorting through the books again.

Spike joined him later, tidying up the room, but didn't try to initiate conversation. He looked like he was about to at some points, but he perceived that Dusk wasn't exactly in a talking mood and thought better of it. Whether or not he was actually concerned for what was on the unicorn's mind, he didn't know and didn't really care either. He just focused on his work.

Dusk after about an hour, was done sorting through the piles, they all being nicely organized into their respective boxes. If only his life could be sorted out just as easily. He took them down to the basement, another item on his list and continued down said list with his other responsibilities.

He was required to rearrange the Little Ponies shelf, restock on some ink, make sure she had the right number of quills and backup quills, tidy some collapsed books that had fallen in the east wing and various other assignments. All the while, he was silent... lost in thought.

What was he going to say when Twilight got back from her trip to the Everfree Forest? What _could _he say, that he now knew that Twilight had never really wanted to be his friend anyway? He hadn't come back yesterday like he said he would, so she would want to talk to him about that. Then, she'd find out he'd been listening at the door and... he just didn't know...

The others too weren't exactly going to be happy with him either. They were all offended because of his behaviour towards him, and would want an explanation too. They'd see him as rude, not worthy of being their friend (Not that he ever was), then they'd leave him alone. Just like he knew they would... but again, they weren't truly his friends either, not in any honest sense.

Whatever Princess Celestia may have told her, neither she nor them would want to be his friends now. It had all been a waste of time, of both his and theirs... hoping such silly dreams could come true...

"Dusk?" He snapped out of his reverie at the sound of Spike's voice. The dragon was looking at him with concern.

"What?" he asked irratibly.

"Nothing. It's just... you've been standing there, levitating those books for about fifteen minutes."

Dusk looked to see that he was right. He had noticed that a book that was supposed to be in Classics had been sorted into Non-Fiction. He had just been correcting the problem when... he must have become lost in his thoughts so much, that he'd forgotten about what he was doing. Now, he felt rather stupid.

"Oh... right..." He rectified the problem immediately. "Sorry..."

"It's okay. Just uh... stay focused, yeah?" He gave him a half-hearted smile.

"Yeah..." Dusk returned it, and resumed his work.

He realised that, in all this, he hadn't really considered Spike's place in all of this. Sure, he was Twilight's assistant, but did that mean she had passed on the Princess's instructions to him too? Did her 'task' apply to Spike, or was he the only one he could truly call his friend? He supposed that... there was a sliver of hope for his friendship with the baby dragon...

No, not again, he had already fallen into that trap. Of course she would have passed on Celestia's instructions to her assistant, it was only logical. She would want him involved in it too. Spike had barely said a word to him since he had come in today, so he was into the final stages of leaving him alone.

Although... he hadn't exactly been in the best of moods today, with being rude and irratable to Spike. The dragon might just be leaving him to simmer, wait until he was in a better mood before trying to talk to him. That sliver of hope came back again... Spike was no Twilight but... one friend was better than none at all.

"Well, I'm done with my chores," he announced, dusting off his claws. "How about you?"

"Hold on..." He checked his own list. All of his tasks were completed. And it was only twelve 'o' clock. "I'm done too..."

"Great! And Twilight's not back yet, so we've got some time to relax. What do you wanna do?"

Dusk shrugged. "You do want you want, I'm just going to read..."

"Okay then." He streched and yawned. "Well, I guess I'll take a nap. Wake me when Twilight's back..."

"Sure." He was about to get a book down, when he had a thought. "Hey, Spike?"

"Yeah?" Spike looked rather tentative as he looked back.

"I'm... I'm sorry that I've been acting... distant. I've just... got a lot on my mind, at the minute..."

"I noticed yeah," he chuckled a little. "Don't worry about it, everypony has bad days, right?"

"Okay." He was silent for a few seconds. "So... are we still friends?"

"Well, sure we are." He seemed relieved at this. So was Dusk. "Of course, yeah. I still haven't forgotten what you did for me at the Running of the Leaves. Like I said Dusk, you're a good guy."

"Maybe..." he murmered quietly. Then louder: "Thanks, Spike. I'll let you get some sleep..."

"Although..." Dusk returned his attention to him, "the girls have noticed that you're acting... kinda distant. Twilight was asking you about it yesterday, but you ran off. She's worried, but they're starting get a little annoyed too."

"I can imagine." He remembered their rather bitter tones the day before.

"I don't suppose you wanna talk about it?" Dusk was actually tempted to tell him what he was thinking, but decided against it.

"No... not yet I... I'm still trying to figure it out myself." He pulled a book down from the shelf. "Maybe later..."

"Alright, but I think you should apologize to the others too." He chuckled again at something. "You really seem to say sorry a lot, don't you?"

"I suppose I do... have a good sleep, Spike." He opened up the book, as the dragon drifted off into the land of nod.

Dusk's attention, however, was more on what he had just been talking about than the words before his eyes. So, the girls were definately getting annoyed with him because of his behaviour and the day before was sure to compound that. But, there was a chance they could leave on good terms. An idea...

When they got back, he would tell them what he heard at the door and say he was sorry, both for the way he was acting and his eavesdropping. He would then explain to them why he was acting like that and tell them that, if they were just making friends with him because of royal command, they might as well just leave him alone. They would, of course, agree with his plan, let him get on with his work and... well, he'd still have Spike for a friend. That was something...

Still, even if they hadn't really wanted to be his friend, he was still going to miss talking to them, especially considering how well they'd treated him. He was going to miss talking to Twilight in particular. But, at least he'd tried to fulfill his long wish to be her friend, even if it hadn't gone well. But there was still the problem of work... maybe work out a different shift for him, somwhere he'd be out of the way...

Satisfied with this new plan, though still having a little regret, Dusk resumed reading. He would wait for them to get back and explain it to them then. He couldn't exactly do it now, could he?

Seconds passed... then minutes... then hours. It was half past three when Dusk began to wander what was keeping them. Spike was still asleep, ignorant of the passage of time. Shouldn't they be back by now?

No... they _should_ be back by now. Spike had said they'd be back shortly, because she'd only given them a few things to do. That meant it was taking longer than they thought or...

"Spike... Spike!" The dragon jerked awake from his nap. "You said they wouldn't be gone long, right?"

"Wha... oh yeah... what time is it..." He yawned and looked at the clock. His eyes widened and he was suddenly wide awake. "Oh no! Twilight left hours ago, they should be back!"

"They went to the Everfree Forest," Dusk spoke, as calmly as he could. "That must mean..."

"They're in trouble! What if it's a hydra or-or a cockatrice or-or-or even a dragon? Or all three! W-w-we uh... oh no... agh!"

As Spike began to panic, Dusk's mind too began to spin. What if something terrible had happened to them? They could be in danger! No, they'd defeated Nightmare Moon, hadn't they? It was probably nothing, they could handle it... but what if they couldn't? They might need help. But what could possibly do? What could anypony do?

_But you know what you can do, don't you Dusk?_

With that thought, Dusk's thoughts became more ordered. He knew what he could do. The ponies he cared about, who had been so kind and welcoming to him, even if it wasn't genuine, were in danger. Whether it was genuine or not, he owed them a lot. Now, it was time to repay those debts.

"Spike." His voice must have carried some weight, because he stopped fretting. "I think you're right. They're in trouble and they need help. I'm going to go to the Everfree Forest and find them."

"Great! I'll go with you and-"

"No, you need to stay here. No, listen to me." He'd never had so much authority, felt so sure of himself, as the dragon was about to protest. "If I'm not back with them in an hour then... then you need to get reinforcements. Inform the Princess, tell her what's happened, she'll know what to do."

"Dusk, are you insane? You can't go off into the Everfree Forest, by yourself!"

"Maybe I am," he agreed, "but I have to try. Please, trust me. I've read a lot about the dangerous creatures in the Forest, I can do this. I can at least try... please..."

Spike stared at him, apparantely unsure as to restrain him or to give him a round of applause. He sighed in defeat.

"Alright. I'll wait an hour. I just hope you're right...

"So do I... Go, upstairs. I'll see you later... I hope..."

"Good luck..." He did as he instructed giving him one last smile.

Before he left go and search, Dusk looked once more at Twilight's list of tasks for him. Did she know this would probably be the last time she wrote something? Wait , what was that... Something caught his eye...

The parchment had been folded at the bottom, so much he hadn't seen the last item that was hidden beneath it. It read: _check your bag. _Curious, he crossed over to his saddlebag, checking the flaps.

Something was in his bag, tucked away among his belongings. It was a rolled up piece of parchment, a letter. It didn't take a genius to figure out who it ust be from. He unfolded it and read the content.

_Dusk_

_If you're reading this, well done for finishing the tasks I assigned you. It's good to know that I can count on you._

_Something's wrong Dusk. I don't know what it is, or why you won't say, but something is on your mind. You may not want to, but I want to you to talk to me about it. I want to help you if I can._

_That's why I called you into help yesterday. I just wanted to try and talk to you. My friends had mentioned the way you'd been acting. I thought that I could find out, seeing as how you and I have become such good friends. At least, I hope we are._

_I remember seeing you, always on your own in the library back at Celestia's School. Sometimes, I'd think I'd see you looking at me. I suppose I felt sorry for you, seeing you sitting there by yourself. I wish I'd viewed friendship differently back then... we could have been friends from the day we met._

_I want to make up for that now, just leaving you alone and not even coming over to say hello. We're friends now, and I want to help you. When I come back, let's have a talk, maybe we can figure it out. Please?_

_My friends are all worried too. When you didn't come back, they started thinking that maybe... well, I don't really want to say. You're not a bad pony Dusk. I think you're just lacking in confidence I know there's still a chance maybe we can change that. Please, talk to me?_

_I'll see you when I get back. _

_Your good friend, Twilight Sparkle._

Dusk could feel the tears welling up in his eyes, as he read her name. Despite what he'd heard at the library door, despite what he now believed, Twilight had still been willing to give him a second chance. She still was... there was still... hope.

Feeling his spirits be bolstered by this newfound discovery, Dusk burst out of the library door, galloped through the streets of Ponyville, out of the border of the town. He felt brave, confident, indestructable. He would be like Daring Doo, braving the dangers of the wicked Forest, battling through whatever got in his way to rescue his friends. Nothing was going to stop him now...

... until he reached the dark line of wicked-looking trees. The Everfree Forest. Suddenly, he didn't feel so brave. Reality came back for a bit, snapping him out of his heroic fantasies, reminding him that he wasn't Daring Doo... just Dusk Noir.

He stood there for a while, staring into the dark. Then, he took a deep breath, collecting himself. He had an hour. There was no turning back now.

"Once more unto the breach, dear friends," he quoted Shakesmare quietly. He drew himself it, trying to ignore his gripping fear and stepped in, proceeding to call their names.

He'd read enough about it to know that the forest was bad news. It was full of dangerous creatures, all of which had no problems preying on anypony foolish enough to come across them. The animals took care of themselves, so they only needed equines for... well, food. He just hoped that wasn't their fates.

Dusk continued on in through the forest, calling out the names of the girls one-by-one. He didn't know whereabouts in the forest they were, if they could even hear him where he was. Normally, he would just give up and go home, let somepony else do the dangerous tasks. But there was nopony else here. Just him. He had to do this, he had to find them...

Was it his imagination, or was it getting darker? Maybe it was... no, focus Dusk, he told himself. You need to find them, and get them back home safely. Deal with the personal issues later, he had to do this.

He heard something snap behind him, a growl of some unseen beast. He whipped around, breathing heavily, sweat beginning to form on his forehead. What was that, what was making that noise? No, he was letting fear get the better of him...

How long had he been here? It felt like years, his calls becoming more hoarse. The darkness was creeping in, he could hear the sounds of the monsters that lurked in it closing in on him. Fear had him its grip, his breathing rapid, his heart beating against his chest. He had to... he could... he could...

"I can't do this!" he screamed. He stopped running.

What had he been thinking? He could barely even keep his friends, what had made him think he could even begin to brave the Everfree Forest? How could he have been so stupid? He wished there was somepony here with him... somepony loyal, honest, brave...

Invoulntarily, he weaved her shape in the dark, giving him a window of light. But she wasn't actually here with him... it was just a form... but, he felt a little warmer, just seeing her outline... recalling how elated he felt, when she told him she wanted to be his friend. It was like she was actually here, he felt a little braver... and disappointed that he had let her down, when she had been the first to welcome him...

"Applejack... AJ... I'm so sorry..." He bowed his head, thinking how pathetic this was. Now, he would never see her again He wanted to find her so badly, but what hope was there now? Even the orange light of her puppet was fading... moving away...

Wait, moving? He looked up to see it was moving. His puppet was cantering in the air, running off down a part of the forest. Then, it stopped and turned its head to look at him. It was like it was leading him somewhere... and it wanted him to follow.

But... he hadn't told it to do that. How could it be doing that by itself, without him telling it what to do? He'd always had control over them, they'd never done anything like this before... but then again, he'd never had friends before.

That hope was back again. If he followed this puppet maybe... maybe it would lead him to the real Applejack. He couldn't explain why he had come to this conclusion, but deep down,he knew it would.

"Alright then," he said, running to catch up, "lead the way."

The colour form set off again, with Dusk right behind it. Following it, as it lead him along through the dark... to find his friends.


	13. The Light

**The Light...**

Galloping as fast as his legs would carry him, Dusk dashed after his colour puppet of Applejack, as it continued to lead him through the forest, completely of its own accord and without his instruction, his mind whirling with questions.

Up until now, while he had never really been able to explain his talent, he at least thought he understood most of the aspects: He could weave a shape out of colour and move it around, from basic geometry, to more complex 'silhouettes' of ponies and the like. They were essentially puppets, under his control and nopony else's. Or that was what he used to think...

How was the puppet doing this? Was this something new that he'd never expected before? Did it have something to do with the girls? More importantly, was he right about it leading him to Applejack and could he use it to find the others too?

Eventually, the puppet slowed and stopped. Dusk stopped too just in time, or else he would have run into the pit in the middle of the forest clearing he had followed the puppet into. It had stopped above the pit, then it faded away. Was this the right spot? Only one way to find out..

"Applejack!" he called down into the pit. "Are you down there?"

"Dusk! Dusk, is that you?" He never thought he'd be so relieved to hear her voice. "Yeah, ah'm here. Ah can't climb out, the sides are too steep!"

"Don't worry, I think I see you..." He could just make her out in the depths, looking up. "I might be able to get you out... hold on..."

Focusing his energy, he surrounded Applejack in a glowing magical aura, a basic levitation spell, known to all unicorns. With some effort, he lifted her out of the pit and into the clearing. He'd never done with a full-sized pony before, only books and paper. As such, it took quite a bit out of him when he'd finished. But, at least she was out of danger...

"Dusk, you okay?" She approached him, as his knees buckled, her voice laced with concern.

"I'll be... I'll be alright," he assured her weakly. "I just... need to... need to rest..." She nodded, waiting as he regained his strength, helping him stand when he'd given himself long enough. "Thanks..."

"Least ah could do, sugarcube," she smiled. "Good thing ya found me, else ah might never have got outta there. How did ya find me anyway?"

"I'll... I'll explain later." He turned to leave. "Come on, we need to find the others..."

"Now hold on there." He stopped and turned back to her. She had a stern expression on her face. "I feel that ya owe me an explanation Dusk. If ya won't talk ta the others, ya can talk ta me, right now."

"Applejack, is now really the best time to-"

"It's as good a time as any." She stood rooted to the spot. "Y'all are gonna explain ta me why, when we've tried to be yer friend, yeh've pushed us all away and kept yerself locked up inside. Ah ain't angry at ya, I jus' wanna know why."

Dusk couldn't say that he hadn't expected this. Regardless though, he was at a loss for words. He'd never had to explain himself or his actions to anypony, mainly because nopony bothered with him. He'd never had friends to talk to or keep promises with, he just had to be honest with himself and deal with his own problems, not really worrying about how he did it.

But now, here was Applejack, demanding that he tell her why he had been pushing her and her friends away. She probably saw it as bad-mannered and rude, as Dusk rightly expected. But he wasn't ready to tell her... yet.

"Okay..." He started slowly, finding the right words. "I can't tell you the whole story, it would take too long. Let's just say... it's to do with... how I see things, how I view others. That's... all I can tell you for now... I'm sorry..."

She stared at him for a while, then sighed. "Okay, ah guess that'll have ta do. Still doesn't quite let ya off the hook, but we got other things ta do right now. Jus' remember, when we get outta here, ah want the full story. That sound fair?"

"That's... fair." Dusk had to concede. There was no running from this now, not anymore... "I promise that I... I'll tell you the whole story. But right now, we need to find the others..."

"No arguements from me," she agreed. "Ah don't know where they all are, ah got seperated."

"Seperated? How?"

"Well, that's the weird thing," she began. "We were all together, walkin' in the forest when... ah heard the voice-a ma lil' sister, callin' me ta help her...

"Applebloom? Did you find her?"

"No. Ah ran off ta try an' find her maself, she really sounded like she needed me. Guess ah didn't see where ah was goin' and landed in this here pit. The sides were too steep ta climb out of, and nopony could hear me. Thought ah was a goner... til you showed up. What was that light ah saw?"

"It was what I used to find you," he said breifly. "What about Applebloom? Did you find her?"

"No, but 'fore ah started tryin' ta get out, ah heard this... laughin'. Horrible noise, gave me the chills jus' hearin' it. Then... nothin'..."

Dusk frowned. That didn't give them a very good lead, but it did get him thinking. Whatever it was the sounded like Applebloom was likely to be a creature of deception. His first thought was a Changeling, but if that were the case, it would have just blended into the town. Why would one feel the need to lure them into the forest like this. One other suspicion was... no, definitely not that... at least, he hoped it wasn't...

"We'll figure this out later. Right now, we need to find the others, and I think I know how..."

Time to see if this worked twice. He had Applejack, an athelete and a fighter. Now, he needed somepony to match her. He thought of her next, the elation he felt when she considered him an equal, the warmth he felt from his trust in her... he needed to find her...

The form of Rainbow Dash appeared in the air, flapping her wings. Like before, it began to move away, leading him in another part of the forest, where the genuine article would probably be.

"What the hay?" Applejack was staring in wonder at the puppet. "Dusk... what is that?"

"It's a um... a locater spell," he said quickly. "I looked it up before I came here, it'll lead us to Rainbow, come on." Without waiting for a reply, he sped off, with the country pony close behind.

Before he'd had, however, he'd glimpsed the doubting look on her face. She didn't fully believe his story and looked like she was about to ask further questions. Eventually, she dropped it and continued to follow him.

Another few minutes and they appeared out into a thicker part of trees, where the puppet proceeded to fade away. Through the branches, there wasn't a lot to see, though he could make out a small clearing up ahead, where he saw a flash of blue on white and also... creamy yellow.

"Rainbow! Fluttershy!" Applejack took the lead, as they hurried out into the clearing to them.

It was certainly both of the pegasi. They were stuck fast in a gigantic web, made in the space between two trees. Rainbow was trying to struggle her way free, while Fluttershy was trembling in terror. Two birds, one stone, thought Dusk.

"Applejack! Dusk!" Rainbow broke into a smile. "Am I glad to see you two? Quick, get us down!"

"Sure thing." She turned to Dusk. "Ah'll get Rainbow, you help Fluttershy." Dusk nodded without question, hurrying up to the animal-loving pegasus.

"Oh my, Dusk." She looked a million times more relaxed when she saw him. "Oh, please get me down..."

"Don't worry, I'm not leaving you stuck in there," he said firmly.

"Thank you..."

Dusk set about with a cutting spell, though it took a few attempts to slice through the sticky, tough webbing. Acromantula webs were built to last against their prey and that included ponies, if they were lucky. Fortunately, the web's architect was nowhere in sight... for now, at least.

He finally managed to cut down Fluttershy, who immediately, to his surprise, wrapped her legs around him in a tight did, however, return it gently and kindly.

"I-I-I'm sorry," she stuttered quietly. "I-I-I was j-j-just so... sacred... thank you..."

"Hey, hey it's okay, it's okay... you're safe now..." he assured her soothingly. Then, he heard something move behind her and regretted his words. "Um... girls? Not to worry you but... I think somepony's hungry."

Out of the shadows, it scuttled forward, the huge form of a spider. It's hairy legs were pointed at the sky, with many eyes fixed hungrily on them, making horrible hissing sounds and clicking it's venemous pincers.

Dusk let go of Fluttershy and moved her behind him, even though he felt just as terrified as she did. He'd read enough about acromantula to know how dangerous they were. His mind quickly began forming a plan to fight it, perhaps distract it somehow, until-

"So... trap me in a web, will ya?" He glimpsed to see Rainbow had been freed. And she looked furious. Was it his imagination, or did the giant spider recoil slightly? "You hungry, huh? Well, how about a face full of my hoof!"

With a battlecry, she charged forward to engage it. She moved so fast, that Dusk barely had time to register where her blows landed and the acromantula could hardly keep up with her, let alone counter-attack. It's fangs were poisonous and it's webs were sticky, but they weren't of great help to it here. He supposed it was a good thing he decided to free her next then...

It was over in ten seconds flat (Dusk actually counted.), and the victor was clear. Rainbow dusted off her hooves like it was nothing and her would-be opponent was lying on the ground, dazed and knocked-out, waving a little white flag in surrender.

"Nice work, Rainbow!" Dusk praised as she came back, giving it one last kick with her left rear hoof.

"Hey, you know me," she said casually, though she did glare at him slightly.

"That was great Rainbow, but..." Fluttershy spoke up. "Did you really... have to hit him?"

"Fluttershy, he was going to eat you," she pointed out impaitiently.

"I know, I know but... maybe there could have been another way out?"

"There was only one way out and it was past him."

"What mattters is," Applejack stepped in, "is we're all still uneaten. Now, let's get outta here, 'fore our dinner host wakes up."

"Agreed. Come on, I think the forest path is this way..." They nodded and followed.

Edging past the dazed spider, Dusk took the lead, as they hurried away from its web. They soon arrived back at a path in the forest, as Dusk suspected, and stopped to catch their breath. Rainbow then rounded on him, looking angry.

"Alright then, so here's the thing," she started, "so I'm waiting with the others, for hours, yesterday, waiting for you to show up and tell us what's going on. Then, you don't even show. What I wanna know is why, and don't try backing out of this, I'm onto you 'Dusky'..."

Dusk was actually frightened of her at this point. She'd thought of him as cool once, but now it looked like he was going to be getting the same treatment as the unfortunate arachnid back there.

"Come on, spill it! Why have you been avoiding us?"

"Hold on there, Rainbow," the country pony plactated, "we've already been through this. Dusk has promised me, all-a us, an explanation _after _we get outta this forest. Twah'light's right about not wantin' ta hurt his feelin's, but he feels we're due an apology and the full story. Right Dusk?"

"Yes... I have..." He still felt a little fearful... and ashamed.

"Oh yeah? How do I know we can trust you? Are you just gonna leave us in the dark again?"

"I promised. If there's one thing that's true about me, it's that I _never_ break a promise," he said sincerely.

"Okay, fine. But you better keep that, otherwise I'll be resorting to... different methods."

"Right... okay..." He shifted uncomfortably, as Applejack took over.

"Now that that's settled, we need ta find everypony else. Ah was tricked away from the group inta that pit, but how'd you two get stuck in that web?"

"Well... you see... it's kind of... my fault..." Fluttershy's cheeks flushed red and she pawed the ground with her hoof. "We were walking along... Applejack had just run off. We didn't know why, but we couldn't chase after her. Twilight lead us on until... I heard... I heard animals. They sounded like they were in trouble... poor little things..." She went silent at that, retreating behind her mane.

"Yeah, so anyway," Rainbow took over impaitiently, "she ran off into the forest to try and find 'em. We knew Applejack could look after herself, but I knew Fluttershy is about as tough as a feather. So, I chased after and, before I knew it, I'm stuck in that web and so was she."

"Sorry..." She looked so ashamed of herself. So much so, Dusk was compelled to speak up

"Fluttershy, it wasn't your fault," Dusk told her gently. "You're safe now, that's what matters... and I'm glad that you are. I'm sorry that... I upset you so much, when I turned you down... you didn't deserve that..."

"Okay... thank you Dusk. I forgive you..." She gave him another gentle hug, which he returned shyly.

"Seein' a pattern here," Applejack noted. "We've all been lured away from the others somehow an' trapped. This can't be a coincidence."

"Yeah, it's all pretty fishy, if you ask me," Rainbow said suspicously. "Dusk, your the resident egghead without Twilight, any ideas?"

"I'm not sure...Hold on, I need to think..." He closed his eyes, analyzing what they had so far.

So, he could definitely rule out the Changelings. They would never do anything this elaborate and they would never imitate animals, only ponies. That didn't leave many creatures on the list. It could be a Chameleodemon, but they weren't that smart or cunning. There was, of course, one other he could consider...

A creature from Equestria's dark history, from a time when chaos reigned. The anicent servants of their master... no, it couldn't be one of them. They'd all been wiped out in the Order Uprising. But the signs... so far, it seemed to fit one of them...

"What is it Dusk?" Applejack brought him out of his thoughts. "Ya got an idea, 'bout what's doin' this?"

"I'm er... not sure yet, I need more facts first. I have an idea, but I really don't want to consider it..." They looked at him for more details, but he gave them none. "Right, enough of that for now..."

They had to find the others first. The next pony he pictured was one of sophistication and grace, one who had been kind enough to invite him to stay for tea, to be glad to be in the same room with him... that reminded him of home...

As soon as Rarity's form appeared, amid an amazed gasp from Fluttershy, Dusk led them off once again. This region of the forest was a lot more muddy than the rest of it, as they discovered the hard way. Dusk was determined to find Rarity, Rainbow and Fluttershy could fly and Applejack worked on a farm, so it didn't bother them. His only concern was if it started to get thicker... which it did.

"Wait!" His command made them halt, as he had more and more difficulty pulling his hooves out of the mud. "It's too deep, if we keep this up we'll be stuck!"

"But we haven't found Rarity yet," Applejack reminded him, as she too tugged her hoof out. "We can't leave her here!"

"I know, I know..." He racked his brains for an idea. He'd noticed that, as they got closer, the puppets got brighter. Right now, the fashion debutante's was shining like the stars. She couldn't be too far away.

"Okay, um..." But his shy nature prevented him from speaking up.

"Dusk, if you have an idea, this is no time to be shy about it," Rainbow said.

"Okay..." He pointed to Fluttershy and Rainbow Dash. "I'll send my spell on ahead of you, you're the only ones who can't get stuck in this mud. You two just keep following it, she can't be far now. Me and Applejack will wait here for you."

"Right. You see, that's a good idea. Come on Fluttershy!" The daredevil led the way, the Rarity puppet guiding them along.

Dusk did his best to maintain it, he'd never let one get so far away before. After a few seconds, his influence faded and he breathed deeply. It had reached Rarity and faded away... at least, he hoped it had.

Fear still gripped him his chest, due to his surroundings and the situation they were in. Nopony had ever relied on him for anything this big before. What if he couldn't handle it? What if he failed? What if was just a coward and ran away, leaving them here? He bowed his head, wondering if this would be worth it... if he could actually pull it off...

He felt a hoof on his shoulder. Applejack was there, giving him that honest smile that seemed to say 'don't worry, everything will be alright.' He returned it gratefully, believing her. Even if the Forest was terrifying, at least he wasn't alone in it anymore. He'd found three of them, perhaps four now. Of course they would find the others too.

He was actually amazed that she still wanted to comfort him, especially after the way he'd acted around her and her friends. Maybe it was just her kind nature that she didn't like to see others in distress. Either that, or she'd already forgiven him... not likely though...

They waited, with baited breath. And they didn't have to wait long.

The two pegasi returned, hovering over the muddy lands, a white unicorn being held between them. Her hooves were covered in mud and she looked utterly relieved to see them all.

"Applejack! Thank goodness, you're alright." They set her on the dry ground, as she reviled again from the mud. Until she saw Dusk... then, increased. "And you... you think the mere act of saving me is enough, do you?"

"Rarity, hold on now," Rainbow attempted to intervene but she wasn't finished yet.

"Now, granted when I first met you, I found you polite and perhaps a little charming, but I'm not all smiles and style you know, I have my limits. It was extremely rude, saying you'd come back after you fetched something from home and then not doing so. I know that you are sensetive, but regardless of that, I for one feel that I am owed a reason as to why you saw fit to behave in such an... uncouth fashion."

Dusk felt the words hit him like hammer blows. So, Rarity, like Rainbow, was just as offended by his actions. Even more so, because of her standards and expectations for him. He'd done so well, acting so politely, making a good impression...

"Rarity," he began, looking her in the eye, "you're right, about me... you have every right to be angry and I don't blame you one bit. I'm no gentlecolt... I'm just a fool who thinks he is... You are owed my... reasons for my actions, and I've promised already to give them, to all of you. But... we need to find everypony else first, then... I'll explain myself. Is that... fair?"

She regarded him coldly for a few minutes, as if analyzing every word, seeing if any syllable might have a hint of deception weaved into it. Eventually, she conceded, though she still looked annoyed.

"Very well... if you've promised, I will hold you to your word. A lady does not hold grudges you know, no matter how rude one may have acted. I'll take your word, Dusk, but you had better not betray my trust."

"No problem, Rarity... I won't..." He cleared his throat, getting back to the crux of the issue. "Anyway, I... we need to know how you ended up stuck in that mud."

"Oh it was horrible!" she exclaimed. "Look at my hooves, all dirty and wet... I thought it would be worth it, if it meant saving her..."

"Let me guess, ya heard somethin' that lured ya away," Applejack ventured. "Same here, same with Fluttershy."

"Only with you..." Dusk thought for a moment. If Applejack heard Applebloom then... "You heard Sweetie Belle, didn't you? Sounding like she was in danger?"

"Why, yes I did." She looked at him with a glare before continuing. "Yes, I did hear her, calling my name, begging for my help. I just couldn't leave my little sister in this horrid place, so I set off in search of her. Then this... _mud _started forming, but I kept going. Eventually, it became so thick, I couldn't go any further. I tried calling out to Sweetie, but as soon as I became stuck, I heard nothing..."

Dusk nodded, once again thinking, as the others began talking as well. So, this creature knew about the fears of the girls, how to use them to its advantage. It had seperated them, one-by-one, possibly to make them all vulnerable. It knew their friendship was strong, that they'd become easier targets once they were apart from each other. But to what end? What for?

"Dusk? Dusk, are you feeling well?" He snapped his eyes open to see Rarity looking concerned.

"He's just using his egghead to figure this out," Rainbow said, tapping his cranium. "Any better leads Dusk? What do you think's trying to get us?"

"I hope it's nothing too bad..." murmered Fluttershy

"Easy there girl," Applejack consoled, "ah'm sure that, whatever it is, we can face it down tagether, right Dusk?"

"Well..." He was about to voice his suspicions about the possible creature he had in mind, how fierce and ruthless it was and what it might do.

But then he looked around at them all, all looking to hopeful, despite the situation. These were the ponies who defeated Nightmare Moon, who wielded the Elements of Harmony together. These were a group of wonderful friends and, while he might never hope to be a part of them, he could at least play a role in bringing them back together, to defeat this foe.

"Yes," was what he said, as confidently as he could. "Yes, you can. I'm sure of it."

"Heck yeah!" Rainbow led the cheering, as Dusk smiled around at them all. "Let's find Pinkie and Twilight, and go get this thing!"

"Indeed, yes... Let's get going and... aww, no!"

"What, what is it?" Rarity asked.

"Nothing important... I just realised, I've lost my scarf. It must have gotten caught on a branch... that was a good scarf... I liked that scarf..."

"Well... we could find it later," Flutteshy ventured.

"Fluttershy, I don't think a lost piece of winter wear is our biggest concern right now," Rainbow pointed out.

"Yes, you're right... sorry..." She looked back at Dusk, who felt rather silly bringing that up.

"She is right... anyway, never mind... more important things to do."

Hiding his flushed face from them, he thought of how happy she made him, how easily she made him laugh and began following the Pinkie puppet, which was bouncing through the air like the actual pony.

As he led them through the branches and thickets, Dusk was cursing at himself. Why hadn't he watched his mouth? Why hadn't he stopped and thought about what he was doing? Even if they were doing it on Celestia's orders, the girls were still angry at him for the way he acted, because they had expected hom to receive them better. If only they actually knew him... explaining himself was going to be hard and they would never accpet it...

And yet... Dusk was still hoping for a chance that they would forgive him, give him another chance... or at least, let his conscience be clear. Even it was fake friendship maybe... maybe it could be genuine, if he gave it a chance. Pinkie had said that you didn't know what might happen, unless you tried first. Maybe there was some truth to that... on the subject of Pinkie...

They found her, wrapped up in the roots of a tree, barely visible. Her joyous voice echoed out from the roots.

"Hey guys, I knew you'd find me!" So optimistic, he thought admirably. "This tree is weird, I jumped into the roots and it started trying to hug me. I tried getting out, but it must really like hugs, 'cause it wouldn't let go."

"I can see that." Dusk examined the moving roots, one of which tried to rope him in too.

"What in the hay is that?" Applejack kicked away a groping root. "Ah ain't never seen a tree like this before."

"It's a Tentacle Tree," Dusk explained automatically, remembering when he'd read it, "they're very rare and are said to only grow in the Everfree Forest. They ensnare their prey in the roots and draw them in. The more they struggle, the more it pulls until... well..."

"Wow, you _are _an egghead," Rainbow noted.

"Is that a... bad thing?"

"Depends, on if I like you or not."

"Oh..." Dusk resumed his silence.

"Is there anyway to free her?" Rarity asked, drawing away from a creeping root.

"Yes. There's a specific spot on the trunk that, if you tickle, it releases it's hold on you. It involves getting up close though, but it should stand out from the rest of the plant... I'll go first, I insisit..."

"Dusk... are ya sure? Ya don't have ta do this ta prove yourself or somethin' like that."

"I can go, you don't have to," Rainbow volunteered.

"Trust me, I know what to look for... and... I think I do. Please, let me?"

Nopony else argued, as he approached the tree and began looking over the trunk. He could feel the roots beginning to wrap around the his legs, but he shook them off as best he could and continued. He was in his element, it was just like looking for a specific book on a shelf, one that stood out from all of the others. The roots were getting tighter, they'd soon pull him down... Pinkie was counting on him...

There! A bright white patch, on the back of the tree. With some effort, he strained himself out of the tree's grip and rubbed his hoof against the spot. He heard a creaking as the roots receeded and he hopped down from the roots in triumph.

"Yay, I'm free! Not that I don't like a good hug, but there is an offical limit and that tree was pushing it." She turned to Dusk, grinning. "Thank you, Dusky Psychic Pony. How did you know where to find me? I could see this pink bright light and then I saw you guys. Did you use your psychic powers to find me? I bet you did!"

"I suppose... you could say that, yes," he said, humouring her. "Now, to demonstrate them further: you were... in the forest, when... something lured you off the path and... got you trapped here."

"Ooh, you're good. Yep, that's what happened. Me and Twilight were looking for everypony else 'cause they'd all run off. I was looking in one spot, she was looking in another when I heard something that sounded like somepony having a party. I thought it sounded like fun and that I'd find my friends there, so I went off to have a look, then this tree started hugging me, then you all showed up and now we're here. Did you see any parties by the way?"

"No... we didn't..." A party, that was what it used to lure her? So, it knew desires and interests as well... "Well, we're just glad you're safe."

"Me too. I feel bad for leaving Twilight though, especially when I have no cake to bring her..." She stopped as she realised something. "Hey, I just remembered, you were meant to come back yesterday but you didn't. How come?"

She didn't sound angry, more politely curious. Dusk actually was tempted to tell her, but stopped himself.

"I can't tell you, not right now... I've promised, to the others that I'll... that I'll explain myself, to you all..."

"Hmm... I know, let's make you Pinkie promise! Then you'll have to tell us!"

"I... uh... what?"

"Repeat after me." She began miming several actions. "Cross you heart, hope to fly, stick a cupcake in your eye."

Dusk stared at her for a few minutes. She stared back. She was actually being serious about this. Well, if it guranteed his word to be taken...

"Alright... I Pinkie promise," he vowed, mimicking her actions, but shoving his hoof too hard into his eye. "Ow!"

"Oopsy! Oh well, now you _have _to tell us when we get out."

"And... if I don't?"

"Oh believe me," Rarity said darkly, "you'll tell us or... well, let's just say it'll get ugly."

"Um... duly noted. Now, for Twilight...Hold on..." He focused his thoughts on her now, all of his hopes and dreams that he'd had, how they'd all virtually come true... how she had become the friend he'd always wanted.

"Ooooh..." Pinkie stared as Twilight's puppet formed. He almost felt happy just seeing that. "That's pretty..."

"You... think so?" This was hardly the best time to ask, but it would be nice to know.

"Of course it is." Rarity was the one who spoke up. "I didn't want to say anything before, since we were busy and I'm still rather offended, but it really is quite beautiful magic."

"No arguin' that. That's a m'aghty fine light show ya got goin' on there. Ah'm sure Twah'light would wanna have a look at that spell, when we find her."

"Perhaps she will..." He felt a little more bolstered at their kind words. "Anyway, let's go and find her, then get out of this forest."

"Sure thing. Lead the way!" Rainbow declared, giving him a grin as he dashed off. She seemed to have lightened up, now he had Pinkie promised.

Further inspired by the high spirits of the girls, the fact that he had found him and that they liked his magic, Dusk charged on, as his simulacra of Twilight ran on ahead, leading them to her.

"Don't worry Twilight," he murmered, "we're coming for you."

* * *

I decided to give this chapter a rewrite because I found the first one a little unrealistic, as far as emotions were concerned. I'd like to thank tigrbrony777 for pointing that out, in a way. I hope this is an improvement.

I'm already working on the next chapter, so don't go anywhere. See ya!


	14. That Shines In The Dark

**...That Shines In The Dark**

"Twah'light's... down there?" Applejack asked.

"That's where the spell's leading us," confirmed Dusk.

"Oh my... it's so dark... and scary..." trembled Fluttershy.

"Don't worry Fluttershy, just remember my song!" hummed Pinkie happily.

"Pinkie's right. Scary shmary, let's get in there and find her," Rainbow declared confidently.

"Absolutely. Our friend is down there and we're not going to let some silly shadows in the dark stop us from reaching her," Rarity declared.

They were standing at the mouth of a cave, staring down at the puppet, which was lighting the way up ahead. Compared to most cave tunnels, this one was rather small, only about ten feet from floor to ceiling. There were two forks in the passage ahead, a possible indicator that this cave was going to be more like a maze than anything else. The puppet would guide them to Twilight.

Dusk had a sense of forboding, staring down into the depths. He still had his strong suspicions about what they might find, and was scared to venture further. But... Twilight was counting on him, and the girls were with him. He would be fine... wouldn't he?

"Dusk? Dusk, you okay?" Applejack was looking concerned.

"I'm fine, thanks... sort of..." He could hear the shaking in his own voice.

"Dusk... you've already done so much. You can stay out here, and we can go searching for Twilight." Fluttershy seemed to understand his fear. But she was brave enough to go down there, what was stopping him.

"Thanks for the offer, but I'm going with you... I've not been the best of friends, as you've all pointed out...I want to try and make it up to you here, especially to Twilight."

"Dusk, all we want is an explanation from you," Rainbow reminded him. "We don't completely hate your guts or anything like that, but you don't have to put yourself in danger..."

"No, I couldn't... live with myself if I just left you and did nothing to save her... or at least try. Cowards die many times before their deaths, while the valiant never taste of death but once," he quoted smartly, feeling a little braver.

"Shakesmare? Quite well-read, aren't you?" Rarity noted.

"Only with mostly... useless stuff..." he said. "Besides, I'm the only one who can do this spell... right, enough hanging around, let's go..."

With that, he lead the way into the depths of the unknown, the light of his magic guiding the way. They moved more slowly than they did outside, with good reason. From what Dusk could tell, this cave was very old. Any stress to the walls could cause it to collapse and trap them. So, they kept up a gentle, almost jogging pace, the puppet always waiting for them first. Along the way, Dusk also fashioned arrows into the dirt, leading them back to the cave entrance.

None of them spoke at all, meaning the only sounds were their echoing hoofsteps. It was like they all knew that something else was down here, not just their friend and were listening for it, trying to find any sign of something lurking in the dark. There was no question that something had lead them here, with malevolent intentions in mind. They weren't taking any chances.

As such, Dusk felt even more out of place. Not only were they good friends with each other and users of the Elements, but they had a lot more experience than him. They'd faced off against more threats together than he had in his whole life. If something was down here, he didn't think he was going to be much use to them in a fight. He'd just get in the way...

"Ya really do want ta prove yerself, don't ya?" Applejack had joined him walking.

"Of course... you've all done your best to make me welcome... and I've just pushed you away. I want to, at least, repay you for that."

"Well, ah'd say yeh've done that. Not many ponies woulda had the guts ta come in here, or even get close. Ah must say Dusk, ah don't quite understand you. Yer a real mystery."

"Maybe... I can change that," he murmered, giving a small smile. "I hope..."

"Ah'm sure yeh'll yer best. Ah'll let ya concentrate." She drew away a little, leaving Dusk grateful for the talk.

While they walked, he noticed the cave was getting higher, slightly, but it was increasing in size. The different turns and twists were starting to lessen too, though Dusk still left markers to find their way back out. They must be getting close...

It was when the tunnel had only one way to go, a turning to the right up ahead, that Dusk's puppet of Twilight faded away. It was dark, except for the mild glow that was emitting from the cavern ahead. This had to be it. He looked around at them all. They were all determined, even Fluttershy to an extent. They weren't turning back... and neither would he.

They reached the entrance, looked inside and saw-

"Twilight!" they all exclaimed at the sight of her.

She was at the end of a long cavern, which was shrouded in darkness, except for the faint glow she was generating. Her eyes were closed, her head lolled, but she was still breathing.

"I'll get her outta there!" Rainbow was about to head off inside.

"Wait! Something's not right... look closely..." Dusk pointed with his hoof.

Something was coiled around Twilight's head. Some kind of dark tendrils, gripping onto her skull, emanating their own red glow. Like she was connected to something else...

"What is it? What's happening to her?" Rarity asked fearfully.

"I've got a bad feeling about this," declared Pinkie. Even she looked scared.

Dusk was about to respond, when another voice spoke. This voice had no warmth, compassion or pity. It was a low, hissing sound, that sent shivers up his spine... and confirmed his fears.

"What issss thisssss...?" Something stirred behind Twilight, dark coils shifting. It leaned it's head forward, making Dusk's stomach contract.

The closest thing he could compare this to was a snake. But even then, snakes had more endearing qualities than this monster. A long pointed face on a massive head, large bone-white fangs than glinted in the dark, small fierce red eyes, scales so black that they absorbed all light... just as those anicent books in the Canterlot library had described them... but the actual image was even more terrifying.

The area around it, Dusk now noticed, was littered with the bones of dead animals. Mice, owls, snakes, cockatrices, manticores, he could even see part of a dragon, teenaged from the size. All who had the misfortune of falling for its tricks.

It hissed in displeasure at the sight of the girls, as it further wrapped its coils around Twilight.

"What are you all doing here? How did you esssscape the traps I sssssset for you?" It shook its head. "I sssssssuppose it doesssss not matter now... now, I don't have to go to the trouble of finding you all to... devour you..."

"By Celestia... what is this creature?" Rarity was gazing in a kind of frightened awe.

"I dunno, but I like the whole 'sssssss' thing it has. Makessss talking so much more fun!" Pinkie imitated oddly.

"Oh believe me," Dusk whispered, "this thing barely comprehends the meaning... well, unless you consider that it finds its own evil deeds 'fun'..."

"Dusk, what is it? What's it doin' ta Twah'light?"

Normally, Dusk wasn't best at speaking, or standing up for himself. He was always pausing, stuttering, due to his lack of self-confidence. But, when it came to something he truly despised, he found himself always saying the right words to express just what he thought about it.

"It's feeding off her essence, everything that makes her Twilight Sparkle. Her memories, hopes, dreams, powers... until there's nothing left." Dusk said this all very bitterly, then addressed the creature. "I suppose you have to. Extinction must be very demanding on energy reserves."

"Who are you, colt?" It raised itself a little higher. "You know of my kind?"

"My name is Dusk Noir," he told it, feeling a little braver and more angry with every passing minute. "I know that you're not meant to even exist, Paraserpent!"

"Long has it been ssssssince my brethren's name hassssss been spoken," it hissed. "Sssssoon, it will be ssssssaid in fear once more!"

"Paraserpent?" Rainbow approached him. "What excatly is this thing?"

"Centuries ago, when Equestria was under the rule of the entity Discord," Dusk began to explain, "he had the Paraserpents as his minions. They thrived on the suffering and misery he created with his chaos. They were creatures of deception, he used them to instill further fear among the ponies, to keep them from standing up to him. When Celestia and Luna led the Order Uprising, the Paraserpents weren't prepared for the power they unleashed. They were all wiped out by the Princesses, so Discord would be vulnerable. Or so it seemed..."

"I sssssurvived," the vile monster told them. "Ssssso long have I waited, for the chance to strike back against those princesses. I have waited here, regaining my strength by luring creatures down here, waiting for the right moment... it came, after I ate him..." It gestured to the dead dragon. "I learned that the Elements of Harmony had moved on... into different poniessssss."

"Ya said this thing absorbs power, right?" He nodded in confirmation. "So... what, it used the power from that dragon ta find out about Twah'light's letters ta Celestia?"

"I think so. It intercepted them, learning about his new enemies. Then, let me guess... you made a fake one and sent it, telling Twilight to bring all of her friends here, then seperated them. After that, you would drain them all, making the Elements useless against you and also taking their power..."

"Correct," it answered smugly. "Without your precious friendship, nopony would be able to ssssstand against me. I will thrive, return my kind to glory. Then, we shall free our masssssster, chaossssss will reign once more!"

"Ha ha!" Pinkie was pointing at it triumphantly. "You've told us your whole plan now, so now we can get help and stop you. Silly villains, why do they always do that?"

"You will not becausssse... you will not leave thissssss place alive." It's red glow grew brighter. "Now you are all here... I can devour you all!"

"Oh yeah? Well, bring it on!" Rainbow sped off into the air, charging across the room at full force. Dusk saw it grin, it's red glow get brighter.

"Rainbow, no!" But it was too late.

The pegasus barely reached it, when a red bolt of energy hit her. As soon as it did, she began to fly around in circles at rapid speed, constant loop-the-loops. He could hear her wailing, unable to stop herself, as the Paraserpent laughed cruelly.

"What in the... what's it done?" Applejack asked urgently.

"It's draining Twilight's essence, her magic included. That means it can use all her power against us." No sooner had he said this, the monster's magic glowed again. "Take cover!"

They all dived behind nearby clusters of stone, as they were bombarded by bolts of magic. Nopony else was hit, but it did have them effectively pinned.

"Whaddya we do now?" yelled Applejack over the noise.

"If it's using Twilight's power, all we have to do is get close enough to knock her out of its grip, then it can't use her anymore." Rarity shrieked as a spell whizzed over her head. "It's just getting to it..."

"Well, we can't play hide-and-seek with it, it knows where we are," Pinkie pointed out.

"It's grip is slippery though," informed Dusk. "We should be easily able to tug Twilight out, but again that means getting close. We've lost the advantage of surprise, but there is a lot of room to manouver in here, so..."

"... we'll have ta rush it, it can't take us all down at once. If we spread ourselves out, it'll have ta go for us one at a time," Applejack strategised. "Ah can make a run first, ah'm fastest here."

"B-b-b-but what if it h-hits us?" Fluttershy asked fearfully.

"It won't be anything fatal, it'll want to keep us alive so it can feed," pointed out Dusk. "But it will be something to stop us moving, so avoid those blasts as best you can."

"Agreed, we all run on three. One... two... three!" Applejack led the charge, as they leaped out of cover and spread around the room, dodging magic.

The Paraserpent did seem at a loss as to who to aim at first, its shots unfocused and random. Applejack took this chance and galloped as fast as she could. She ducked, dodged and dived, like she was in a rodeo. But now, it was focusing on just her. She almost made it-

_ZAP!_

She was hit, falling to the ground, dragging her back legs, like they suddenly had weights attached to them. She tried to pull herself on the ground, but she just didn't have the strength to do it. Dusk felt some despair, as she collapsed, exhausted. One down...

Rarity was the next to run the gauntlet. Unlike Applejack, who ran a straight route, she weaved around, feinted and dodged, keeping it guessing. She faked moves in one direction, then changed course so the attack missed. It looked more like she was dancing, as she still carried herself with grace and style. In the end though, her opponent learned from its mistakes and tried one of its own.

As she did another one of her feint moves and the attack missed, the next bolt intercepted her at where she was moving to. As soon as it hit her, her styled mane and tail came alive, wrapping themselves around her legs and forcing her to the floor.

"Betrayed by own mane, the irony of it all!" she despaired dramatically, trying to break lose.

Pinkie was the next to be targeted, but the Paraserpent was having a great deal of trouble hitting her. She, like Rarity, was moving around the cave to confuse it, not picking a straight path. But while Rarity's movements were possible to predict, Pinkie's were downright random. A move to the left would suddenly be ended by a leap into the sky or she would start moving backwards, bouncing on her hooves.

As such, the Paraserpent was making frustrated hisses as she jumped around like a cricket on a pogo-stick. She actually managed to reach Twilight and attempted to wrest her from the Paraserpent's grip. But it must have been tighter than Dusk thought, as she was having trouble pulling her out... which left her vulnerable to an attack.

She was blasted back as a bolt finally hit her. At its contact, she was lifted off her hooves and floated into the sky like a balloon. She tried scampering on thin air, but couldn't move forward, as she hit the ceiling, helpless.

Now, it was only Dusk and Fluttershy. Viewing the timid pegasus as the weakest, the Paraserpent focused its attacks on her now, which really minimised her chances of success. Everytime she tried to move forward, she leaped back as a blast just missed her. She was being back up further and further away, until she hid behind a rock again.

"Oh no... oh my... help!"

"That'sssss right, cower and hide!"

Its cruel laughter ringing in his ears, Dusk tried desperately to think of a new plan. They couldn't move forward one at a time, their enemy would just focus its attacks when they tried. It might have worked if they all rushed at once, but there were too few now. It's eyes would be on him soon, he would be-

Wait... that was it, the eyes! They were small, tiny, probably due to centuries of darkness. That meant its eyesight would be terrible. Perhaps this might work, at least for a bit. It would depend if he could coordinate this many of them... He remembered five random ponies he'd seen, weaving them from his magic, come on, this had to work...

"What? What isssss thisss? Where did you all come from?" He looked around, to see himself joined by puppets of normal pony size. It had fooled the Paraserpent! "No matter... more food for me!"

Dusk galloped as fast as his legs would allow, making straight for Twilight, ordering mentally for his puppets to do the same. It was difficult, he'd never had to coordinate this many before and under so much pressure... but he had to... he could do this...

He ducked under shot, but no more were sent his way. The forms all weaved and dodged under the attacks, two had already been destroyed by blasts. Just a little closer, almost made it... a third was gone, the Paraserpent turning its head back to him. Had it seen through his trick? No, don't think about tha Dusk, almost there... he was going to make it.

Two blasts missed him, he leaped with all his might, hooves reaching forward... and he pushed Twilight out of its coils, landing with a hard smack on the floor. Pinkie must have loosened them up. He heard it screech in frustration and rage.

Twilight was still knocked out, barely stirring but still alive. A purple essence was flowing back into her, _her _essence. Paraserpents couldn't be disturbed while feeding, or else they wouldn't get the full meal. She would be okay... thank Celestia... he'd done it!

Dusk then began to push her away, as far from the Paraserpent as possible. Others joined his effort, the girls spells having worn off now Twilight had been freed of the Paraserpent's influence.

"You did Dusk, you did it!" Rarity exclaimed, her mane and tail now a mess.

"Yes... I can't believe I-"

"Dusk, look out!"

Dusk had barely turned around when something grabbed his leg and began dragging back in the opposite direction. He tried to pull himself away, but he could already feel it draining his strength. No... he had to... to get away. His vision was blurring... strength fading... come on! Had to... had to...

But he couldn't... he wasn't strong enough...

_"Yes Dusk, yes," _a voice in his head spoke. The Paraserpent... tapping into his mind. _"Give yourself to me, let your strength become mine."_

No... he couldn't give in... could he? Maybe he could... maybe it wouldn't hurt... maybe it would be better...

_"Of course it will be. Your life has meant nothing. You know this, I know this. Stop fighting, become my food."_

Yes... stop fighting... what have you accomplished in your life Dusk? What have you done? But... Twilight... her friends...

_"Why would they care? They don't care about you, they never have. Celestia played you for a fool, making you think they did. They're not your friends, they won't even miss you. Do not worry, for when I take your energy, I shall destroy her in your name. She will pay for what she has done to both of us."_

Yes... yes, make her pay. She'd hurt him, they all had... let him take your strength, give in to him... he opened his eyes, expecting to see them running and leaving him... alone... to die...

But they weren't. He couldn't hear them, but he could see them. Rarity, Pinkie Pie and Fluttershy were with Twilight, watching in horror. Rainbow Dash and Applejack were trying to get at the Paraserpent, but it was pushing them away with its coils... they were trying to save him... they were worried about him... if they didn't care, why were they trying to save him?

Because they're your friends, another voice said in his head. His own. You may not see yourself as special, but they do. They want to save you, because they genuinely care. That's something no princess can tell them to do. What does that tell you?

_"What? No, what is this? Do not listen-!"_

You know they care, Dusk Noir. They have done all along. Don't push them away again, give them a chance. You might find you'll actually like the friendship they want to offer. You Pinkie promised. Do it for them... for Twilight.

"Yes..." It took so much effort to force himself back to reality. "For... Twilight... all of... them..."

"What? No! You will be my food!" It wrapped tighter around him, trying to regain control. But Dusk was stronger, stronger than he ever believed. With a great bout of effort, he turned his head to look right into its eyes, tapping into his power.

"Not... with me... you're... NOT!" He yelled this last bit, as he unleashed his magic. The bigger they were, the brighter they got and made this white orb he envisioned as big as he could.

Dusk shut his eyes to sheild them from the flare. He felt it loosen its coils, releasing him from its grip. He scrambled to his feet, cutting off the magic, his ears assualted with the horrible sounds of the monster, screeching in pain. Hooves were grabbing him, pulling him away. He opened his eyes to see Applejack and Rainbow Dash, tugging him away from the gigantic serpent, as it writhed in pain.

They pulled him to his hooves, his strength returning. He turned to them both, expressing his gratitude with a smile.

"Ya could give us a lil' warnin' next time ya do that," Applejack remarked. "You gonna be okay?"

"I'll be fine... thank you." He approached Twilight's unconscious form, placing her on his back. She was lighter than he expected. "I think... it's time to leave. Don't say anything, let me carry her. I'm fine..."

"Alright, if you can handle it," Rainbow affirmed.

A resounding crack was heard and chunks of the ceiling began to fall. The Paraserpent, who's writhing was making it collide with the walls, was causing the whole cave to begin collapsing around them. Now they had another reason to move quickly.

"Come on everypony, let's move! Follow the arrows Dusk made, come on!" Applejack led the group, as they began to sprint out of the cavern, debris falling all around them.

Dusk was hindered more than the others, due to the unconscious mare on his back, but he kept going. This was his way of saying thank you to her, for putting up with him and trying to be his friend... for still wanting to be his friend.

The cave was collpasing with increased frequency. They had a few near misses, a chunk almost crushing them or impeding their progress, but they all sprinted, jumped, flew and ducked under the stone that threatened them. Straight ahead, right, right again, then left... they might make it.

"Mmm... wha.. where... am I...?" Twilight was beginning to stir on his back. If she could move under her own steam, they could be out a lot more quickly.

"Twilight, we're in the Everfree Forest," he called out. "Don't worry, we're going to be-"

A crack above him cut him off. He whipped his head up, to see a large piece of stone falling towards him. There wasn't time to move... but he could save her. He bucked her off his back, sending her forward. He tried to run-

"AGH!"

A sharp pain travelled up his leg, the one the stone landed on. He felt the bones shatter. Such mind-numbing pain... he couldn't move, it hurt so much... he could see the others rushing back, helping Twilight... what were they doing?

"You shall not escape me!" That screeching was getting louder. The Paraserpent... it was coming for them...

"Dusk!" Twilight had regained her senses. She levitated the stone from his leg and tried to move him. "Come on, we have to move..."

"Just... go," he grimaced. "If that thing catches you all... Equestria is doomed. Go, run! I'm not important... not compared to you..."

"You're important to us Dusk... to me." Seeing Twilight look like that made his heart wrench. He felt his hooves leave the floor, as he was lifted up into the air.

"We've got him," Rainbow yelled. "Keep going!"

Suspended between Rainbow Dash and Fluttershy, Dusk was carried through the cave. The sounds of rage were getting louder, but they were almost out... they were so close... it hurt...the pain...

He could see the entrance, the mouth of the cave. It was getting closer... so was the Paraserpent, screaming its displeasure at being denied its meal. It wasn't going to give up... neither were they. Had to... stay... awake...

He felt cool air, saw the night sky. They'd made it out! Dusk heard as the entrance collapsed, turned to see the avalance of boulders and stones blocking the way. They were safe... it was trapped.

"Yes! Yes, we made it! We are awesome!" Rainbow set Dusk down, before doing a few loops in the air in celebration.

"No time to celebrate, Dusk is hurt!" Twilight was by his side in an instant. Soon, the others were too. "I think his leg might be broken, we need to get him to a hospital!"

"Me and Fluttershy will carry him again, we can get him there quickly." The next thing she said was at him. "Looks like I was right... you are awesome."

"I was just... doing the right thing... the only right thing I've done... since I got here, I guess..." He could still feel the pain, like fire in his leg.

"You're going to be okay Dusk, we'll get you out of here" Twilight whispered. "I promise."

"Really?" Dusk looked up at her, giving a weak smile. "Do you... Pinkie promise?"

"Dusk, you-"

_CRASH!_

The debris blocking the cave exploded outwards, as the long, dark form of their resilient foe slithered out. They all recoiled in terror, as it drew itself to its full height, bearing down upon them.

"NO! I have waited too long! I will not be denied thisssss!" It raised its head, exposed long fangs. This was it-

"I think you shall be." A voice that boomed with authority and power met their ears, as Princess Celestia descended from above. The Paraserpent reviled, hissing in hatred.

_"Celesssssstia." _It spoke as if her name tasted bitter. "How fitting... now, you shall die too."

"Surrender, Paraserpent," she commanded. "Give yourself up and you shall be shown mercy."

"I will never sssssssurrender to you!" It screeched. "DIIIIIE!"

It swung its tail to strike her, but it missed, sailing over as she ducked, striking a different target. Dusk was lifted off his feet, flying through the air and smacking his head against a tree.

His vision blurring, he could make out the girls rushing towards him, Celestia and the Paraserpent meeting in battle. He hoped she would win... the last thing he heard was Twilight calling his name.

Then... darkness.

* * *

Hope you liked this. If you check back, you'll see I've done a rewrite of the previous chapter. I hope its considered an improvement.

Don't go anywhere, still more to come!


	15. Where Credit Is Due

**Where Credit Is Due**

When Dusk finally awoke, his vision was blurred, unfocused. He could make out enough to know that he was no longer in the Everfree Forest... it was brighter, and this wasn't grass he was lying on... but, why had he been there in the first place? Why could he remember that and nothing else? Where was he now and why did his leg and head hurt so much?

It began to come back... slowly. He had been with Twilight, Applejack, Rainbow... all of them. They had been in the Forest... they were in terrible danger from... something... then the Princess appeared... she had been fighting... fighting... the Paraserpent! It all flooded back to him in that instant, causing him to sit straighter, as his vision focused.

He was lying on a bed, with violet covers and a chart at the end. The sun was streaming in through an open window, through which he could see the white snow glistening on the ground. His leg, he noticed, was tied up in a cast and there was a bandage around his head. He was in hospital, being treated for his injuries. Everything seemed fine... how long had he been here?

Now that he remembered what was going on, his mind began to race. They had made it out of the cave and the Paraserpent had knocked him out. Celestia had just begun battle with it. Had she defeated it? Were the girls okay? He had to know, needed to see them safe... if they were...

A warm feeling spread from his chest. Against all odds, he had done it. Tiny, little, unimportant Dusk Noir had saved the six most important ponies in Equestria. If anypony had told him that a few days ago, he would have shook his head in disbelief and recommend a good therapist. But now... he checked around the ward. There were no other beds... he might as well celebrate.

He once again created his little puppets, actually feeling rather proud of them now. It depicted himself with the girls. The puppet bowed his head to them and they politely inclined their heads. As they left, the Dusk avatar walked off, his head held high and proud. Now, if they were going to leave him alone, he was going to be going out on a high note.

The door to his private ward opened and an earth pony walked in, dressed in a white coat with a stethoscope hanging around his neck. He smiled when he saw Dusk sitting up in his bed, who hurridley cancelled his spell. He didn't seemed to have noticed.

"Ah excellent, you're awake. I had said you would recover some time today, though you did so much earlier," he noted with interest.

"Really?" Dusk didn't know what else to say to that. "How long... have I been here?"

"Since you were brought in last night," the doctor explained. "You've suffered bone fracture in your rear-left leg and mild concussion. You were asleep for the rest of the night, once we administered treatment and should make a full recovery in about three days. We'll release you then, provided there are no complications."

"Good, good..." Dusk said absently. "Was anypony else brought in with me?"

"No, just you. Princess Celestia delivered you personally, and she was accompanied by six other mares. They looked like they'd been through the mill, but there was nothing serious. They were quite worried about your condition, if I recall."

"They... were?" Dusk just felt relieved that none of the girls were hurt and that they were all okay. Though this bit of news was still a surprise.

"Indeed they were. Now, if you'll excuse me, I said I would inform Princess Celestia when you had awoken. Get some rest, Mr Noir..." He exited the room, leaving Dusk with his thoughts.

Dusk proceeded to take the doctor up on his word, relaxed in his own private ward. He kept himself nicely occupied, eating breakfast (Even if it wasn't exactly first class), performing random puppet shows when nopony was with him or reading from the hospital's surprisingly well stocked collection of books. They even had _Daring Doo, _which he immediately immersed himself in. His own adventure had turned out to be quite different...

Whilst reading, he began to wonder what would happen now. The girls had been angry at him for his behaviour, that much had been clear. But they themselves need not have bothered with him, had Celestia not ordered them to. What would happen after he explained himself? Would they try and give him another chance, or would they leave him? Either way, he would accept whatever decision they came to.

He had almost finished the book he was reading, it being now close to midday, when the doctor entered his ward again.

"Mr Noir, you have a visitor. Several visitors, in fact," he was informed.

"Visitors?"

"Yes, indeed..." He sounded almost disapporving. "I have informed the Princess that you have woken up today, and she, along with those mares are now waiting to see you. I believe she would like to see you alone first, if you feel you're up to it."

If the news that they had been so worried was a surprise, the fact they were all waiting to see him came as even more of a shock. He supposed they were here to make sure he kept his promise, but still...

"I'm fine... send her in, please," he said rather weakly. The doctor nodded and left the room.

Dusk couldn't help but feel apprehensive and nervous to Celestia's impending visit. If she wanted to see him alone, that would mean she would want to say something important. She would probably berate Dusk for doing something so foolish as wandering into the Everfree Forest by himself. He supposed that he would deserve it... and yet...

If she was prepared to do that, then Dusk, surprisingly, was prepared to justfiy his actions, to give his reasons as to why he had done it in the first place. Because he knew that he had done the right thing... for once.

He also felt his bitterness rise again. This would be the first time he would be seeing Celestia, after he'd heard what the girls had been saying. Princess or not, he was going to try and get some answers from her, as to why she had seen fit to effectively meddle in his life.

A few minutes later, the door opened again and the Bringer of the Day stepped gracefully in. The doctor bowed behind her and shut the door, which she stood in front of for a moment. She didn't look angry...

"Dusk Noir," she said gently, a smile gracing her lips. "I'm glad you're alright. I just wish we were meeting again under more healthy circumstances."

"As... do I, Your Highness," Dusk replied respectfully, as she crossed to the side of his bed. "The price I pay... for foolishness..."

"I would perhaps say the scars of a hero." Dusk flushed heavily at that and she chuckled. "Alright, perhaps not that far then. Regardless though, it was very brave, what you did for Twilight and her friends."

"I was just um... acting on impulse, almost stupidity," he replied quietly. "If anything, it was more out of luck that pulled it off in the first place..."

"Now, I definitely wouldn't call it that." He looked up at her when she said that, seeing she was still smiling. "You ventured out alone, with the goal of saving your friends. You didn't give up, you found them and it's thanks to your efforts that they made it home safely. You might not think of it as such, but that is quite heroic... and yes, a little foolish," she added.

"I suppose so..." Dusk gave out a laugh, and returned her smile. Then he remembered his bitter feelings and stopped. "How are they all?"

"Physically, unhurt, though they have been worried about how you are. Twilight especially." Her expression saddened at this. "She mostly blames herself for the state you're in, that she should have known that letter wasn't genuine."

"But... but it wasn't her fault," he said in an unbelieving tone.

"I know and I tried telling her that, but she is still rather distraught. You might want to try talking to her, she is your friend after all."

"Is she?" Dusk's voice sounded so bitter, that she was caught off guard by his tone.

"Of course, why wouldn't she be? Dusk, what's wrong?" she asked, making Dusk more angry at her feigned ignorance.

"What's wrong? I'll tell you what's wrong, _Princess,_" he began, trying very hard to keep his voice level and not caring about her authority. "I heard what Twilight said, that you instructed her to become my friend. It's not exactly genuine friendship if she has been told to do it by royal command. It was all a lie, all of it, with you and her treating me like some project and the others too. It's bad not to have friends, it's even worse when they're just pretending to. I knew it was too good to be true... and I was right!"

An uncomfotable silence followed his rant.

As Dusk's anger abated, now he realised how he must have sounded... to the Princess! She was staring at him, looking confused and perhaps a little pityingly. Again, she didn't appear angry... had he gone too far? Then, she gasped in realisation and smiled again.

"I think I know what you mean Dusk... and you have the completely wrong idea," she pointed out.

"What? What... what do you mean?" Now he began to feel ashamed... stupid...

"I didn't instruct Twilight to become your friend, as you put it. I merely... suggested, that she should." She laughed again. "You should probably get your facts straight next time, young Dusk."

"You... suggested?"

"Yes." Her smile radiated warmth and understanding. "I didn't exactly order her to become your friend on threat of banishment. I knew you had no friends and that you wanted to be friends with Twilight. So, I set you up your job in Ponyville to give you both chances, suggesting to Twilight that she become friends with you. She could just as easily have not followed up on it, but I knew that she would. I knew that she would want to, without any kind of instruction. That's how she is now."

"So... what your saying is... she became my friend... because she wanted to?"

"Exactly. Apart from my suggestion, I had no other part in it."

Dusk felt rather conflicted at that moment. He didn't know whether to be joyous, that all this time Twilight Sparkle had been his friend, or mortified that he had got it so wrong. In the end, the latter won out better. He just wanted to bang his head against a wall, for being so stupid, just jumping to the worst case scenerio like that. Wasn't that just like him?

He didn't know what to say now, what he could say. All he could think of was:

"I'm sorry, Your Highness. I shouldn't have lost my temper, I just... it just..." He sighed, giving up.

"It's quite alright Dusk," she assured. "I think I would feel the same, if I had the same thoughts you did. But, next time, make sure you know all of the facts."

"I will... thank you..." He said it with as much sincerity as he could muster, to say how much gratitiude he felt. "I'll try and talk to Twilight... least I can do, really..."

She smiled warmly at him again. "You may not think so Dusk, but you are quite a remarkable pony." She stood up in a dignified sort of way. "I think I've kept them waiting long enough. If you'd like to see them..."

Celestia gave him one last smile as he nodded eagerly, feeling a lot better than he had before... and more happy. "Until we meet again, Dusk Noir." With that, she departed, the sunlight twinkling in her wake.

Now she had gone, Dusk felt both a little nervous and excited about seeing the girls again. They might still be angry at him, but now he didn't feel nervous about explaining himself to them. He just felt... confident. He didn't have to wait long.

"Dusk!"

Mere seconds after the Princess left, they all dashed through the door, livening up his ward even more than the sun streaming through the window. They all rushed to clamour around his bed, offering bright smiles, greetings and thanks. After they quitened down, Dusk couldn't really think of what to say, apart from:

"Hello everypony. I hope I... didn't worry you all too much," he said sheepishly.

"Eh, I knew you'd be okay," Rainbow said nonchanlantly, wiping a bead of sweat from her forehead. "How are you feeling?"

"Not brilliant, I could definitely be better," he admitted, gesturing to his leg and head.

"Aw, it doesn't look that bad Dusky," Pinkie voiced confidently. "You look strong enough to pull the ears off a gundark!"

Her comment caught him off guard. "Um... Pinkie... what's a gundark?"

"I dunno," she shrugged, still grinning brightly as everypony laughed.

"Ah think what Pinkie means is," Applejack said, "is that we're glad ta see ya in one piece. Ya had us real scared for a bit there."

"Thanks Applejack," he said sincerely. "I'm sorry you had to fret so much..."

"Oh, Dusk... this is all my fault." Twilight was closest on his right and looked utterly ashamed of herself. "I should have known that letter from the Princess wasn't genuine. If I had known, this wouldn't have happened to you... and I call myself her student..." She hung her head.

"Twilight, it's okay." He leaned close, smiling as best he could. "The Paraserpents were creatures of deception, masters of it. Once it had the ability to do so, creating a perfect imitation would have been foal's play. They trick and backstab, it's what they're good at. I don't blame you and you have nothing to be ashamed of. It's fine, trust me."

"But I-"

"Twilight, please. I don't want you blaming yourself for this... because I don't."

She dared to lift her head back up to look at him. "R-really? You don't blame me?" He nodded slowly, and she returned his smile. "Thank you Dusk. It was stupid of me, thinking like that..."

"Stupid, you? You're the cleverest unicorn I've ever met... you're not stupid." He'd never really payed compliments before, he hoped he'd done alright.

"Thank you," she said, a slight blush to her cheeks. "You're pretty clever too."

She actually thought he was smart? "Not as clever as you."

"But still very intelligent."

"If I'm intelligent, then you're a genius."

"I wouldn't go that far..."

"I would..."

"Are you two eggheads done?" Rainbow asked impaitiently. They both blushed at this, but still managed a laugh.

"I think we are. Now then," he continued, feeing more confident, "I promised you all an explanation and seeing as how I'm... not going anywhere, I think now's as good a time as any."

"Ya sure? Ya don' have ta tell us right now," Applejack assured.

"No, but I want to. Besides, I made a Pinkie promise... as I understand, you can't go back on that..."

Pinkie returned his bright smile, as Dusk picked a point and began to tell them.

He told them everything, what he thought about himself, his views towards others and friendships, how he had spent most of his life friendless and alone. How he had been given the chance to make friends with Twilight Sparkle, the only pony he thought he could relate to, how he thought that he had succeeded. He even told them how he had heard them talking, realised the supposed truth only to be told he'd got it wrong.

As he spoke, voicing his views, they just sat and listened. If any of them had hard expressions, they slowly began to soften as he went on, beginning to understand, pity that Dusk felt he didn't deserve shining in their eyes. He made it clear that his behaviour to them wasn't rudeness, it was just so they didn't have to waste their time on him and they grew even more sympathetic.

Dusk found it surprisingly easy to say all of this. Maybe it was because he'd kept it inside himself for so long, that he wanted nothing more than to just tell somepony about how he felt. Now he had the chance, it cameas easily to him as recalling a fact from a book.

"... so you see," he finished, "I didn't want to offend you all, I just didn't want you to have to go through the trouble of wasting your time on a little nopony like me. I've been a fool, an idiot and a coward. If you can at least forgive me my transgressions, before you all leave me... I'll be happy with that."

They all stood in silence, struck dumbfounded by what he had said. Fluttershy, he could see, was almost on the verge of tears. After a while, Twilight was the first to speak up.

"Dusk... of course we forgive you. We do, don't we?" She looked at the others for confirmation and they all nodded. "There, see? But we're not going to leave you alone."

"W-w-what?" Had he heard that right? "But... I offended you all. Why would you want to waste time with me. Like I said, I'm nothing special... what could I possibly bring to your friendship? I'm not one of the Elements of Harmony, talented in magic or anything like that..."

"Dusk, we were friends way before we discovered we were the fabled Elements," Rarity pointed out. "Even if we weren't, we'd all still be friends. It's not what you are that matters, it's who you are. You may not think you're special, but I'd say you are."

"Oh yes," Fluttershy said, finally speaking up. "You can be kind, helpful, good-natured... at least, I think so..." She returned to a shy silence.

"Exactly," Twilight took over. "You're also intelligent, well-read, a hard worker, dependable, reliable. You've also shown you can be brave, willing to put yourself in danger for your friends. Anypony would agree that makes you pretty special."

Dusk had never even considered that he had those kinds of qualities before. All of his life when he'd never thought positively about himself in any way and the girls had said all of those things about him in one afternoon. Even Rainbow gave him a knowing wink for his other... talent... the one that had saved them all, the one they thought was beautiful magic...

Had he been wrong all of this time?

"An' Dusk, ah think we should also say that, the Princess's suggestion ta Twah'light, didn't extend ta us." That made his eyes widen like dinner plates.

"E-e-excuse me?"

"Yeah. Twilight told us about that you were coming and the Princess's suggestion, but she didn't say it involved us," Pinkie informed. But we figured that it _had _to involve us. It's always bad being the new pony in town without any friends, so we thought we would be your friends too!"

"Indeed. It only seemed sensible that, if you were going to become friends with our best friend, we should try and intergrate you into our little group as well. I, for one, thought it would be nice to have a little male diversity," Rarity explained, winking at him.

"So... so what you're saying is... you all wanted to be my friends... simply because... you wanted to?"

"Exactly." Applejack gave him that same smile she did when he first arrived. "We'd still be willin' ta let ya be a part-a our friendship... if ya'd like ta."

Dusk couldn't quite believe the information his ears were telling his brain. Despite all he thought, all he had done... they still wanted him to be their friend, they still wanted to give him another chance... because that was the kind of ponies they all were: kind, generous, honest, loyal, laughable... magical. As the tears began to form, there was only one thing he could say:

"Yes..." He sniffed, as a smile grew wider on his face. "Thank you... thank you all... so much..."

"Awwwww. Come on everypony, group hug for our new friend!" Pinkie threw her forelegs around him, as the others all clamoured around, closing him in a warm embrace.

Dusk happily returned it, still quite unable to comprehend what was happening. Suddenly... it just didn't matter. His leg still twinged a bit, but the pain he felt there was nothing compared to the warmth in his heart.

"Welcome to friendship, Dusk Noir," Twilight Sparkle whispered in his ear. Dusk could honestly, proudly say:

"Glad to be here... Twilight Sparkle... my friends..."

* * *

Awwwwwww, wasn't that nice. Don't leave yet, still one more chapter to go!


	16. One Last Surprise

**One Last Surprise**

Over the next three days, Dusk had little to do other than to spend his time in hospital until his leg was fully healed. He had the bandage removed from his head half way through his second day, so that was something to be thankful. At first, he would have been afraid of boredom. Despite the extensive collection of books, most of them he'd either read before or had no interest in. Luckily, the girls... his friends, always made sure that he was _never _bored.

Rainbow was the most frequent of his visitors. She sympathesied with him the most, being stuck in hospital for three days without being able to do anything active. Dusk didn't mind, but it was her idea of a nightmare. She said that if she ever wound up in hospital for that long, she'd go sterkcrazy from boredom. She always told him about new moves she was working on and, in low voices, thinking about being able to work his own talent into her routine. Dusk actually found himself considering the ideas she brought to him.

Her feelings toward the hospital seemed to be equally shared by Rarity, though her focus was more on the aesthetic than the idea. Deciding that his room looked too morbid and sterile, she resolved to 'brighten it up' a bit. Nothing too big, just the odd coloured bow here and there, which Dusk didn't mind one bit. Making sure to get back in her good books, he let her do the decorating, treated her respectfully and let her discuss what she wanted to. Eventually, she seemed to notice his efforts and assured him that he was doing just fine with her.

"You really are making quite the effort to reconcile Dusk," she had said admiringly.

"I guess," he'd said, modestly. "I just want you to know that I'm sorry I offended you. So much for being a gentlecolt..."

"Dusk, darling, you've already explained your reasons and I understand now why. You really need to try and look at yourself in a better light," she had advised wisely. "I suppose I was too quick to judge you as simply being rude the first time. You need not worry, I have already forgiven you... but it's still nice that you'd think of me first."

Even after that though, Dusk continued to act in what she termed as a 'gentlecoltly fashion'. She allowed him to tell her about his own life in Canterlot, what it had been like for him and he was only too happy to indulge her. He was just glad that she'd forgiven him... he didn't like being thought of badly by others...

On the subject of happiness, he'd gotten quite a surprise from Pinkie's visit, when she'd literally burst in through his window, blowing a party horn and streaming confetti. The staff had refused to let her throw a small party in his ward (Her party cannon being seen as a major health hazard), but that didn't stop her doing her absolute best to brighten Dusk's day. He couldn't remember another time he had laughed so much, as she told him jokes, funny stories or just her sudden randomness. How had he ever gotten along without ever knowing her?

Contrasting with Pinkie's bombastic activities, the quietest member of the group made her own visits equally so. Fluttershy even asked to make sure she wouldn't be bothering him with her visiting, nervously entering his room, with a basket of flowers. After a while, she relaxed a little, placing the flowers in some water and engaging shy, but pleasant conversation. She seemed to take a liking to Dusk, possibly because of their similar personalities, but she made the point in saying that he was probably a lot more confident that she was.

"Are you joking?" Dusk had said bolsteringly. He found himself pausing a lot less with her, Twilight being the only other one he spoke fluently with. "Rainbow told me how you once stood up to a full-grown dragon! Now, _that _takes some real courage."

"I um... suppose, yes..." She had flushed red at the mention of that. "But... you were brave too, coming to the forest to find us, rescuing Twilight and all..."

"I was just going in without a plan, you knew exactly what you were doing."

"Even so, it was still very brave of you."

"All right, how about we agree that we were both equally brave, even though we may not want to. Fair?"

"Okay then," she smiled shyly.

Finding themselves comfortable with each other, and their faults, talking passed easily enough, though she did always ask to make sure she wasn't boring him when talking about the animals she looked after. She would have bought some, she had said, but they wouldn't let her for hygene reasons.

When Applejack came to visit, she brought along not only herself, but members of her family as well. She had explained the Apple family was huge, but these were the ones she lived with in Ponyville. He'd already met Applebloom, who was happy to see him again, but he was also introduced to Big Macintosh, a burly stallion who probably said more with actions than words, and Granny Smith, their elderly guardian, who was a little deaf, but still as kind.

He was fascinated to learn about the family's history and role in Ponyville, especially at how Granny Smith was one of the first settlers in the town, of which she was only too happy to tell him the story about, Dusk being an avid studier of history. Applebloom regailed him with tales of her attempts to find a cutie mark with her friends, though it seemed her talent was rather obvious and Applejack always made sure that he was comfortable and happy, which was certainly true. They even baked an apple pie for him, which was delicious.

But by far, he was always more than happy to see the unicorn whoose friendship he'd always desired. Twilight, along with Spike, now feeling better from their renewed friendship always seemed to light up the room when she came. When she'd visited with Spike, the dragon had Dusk telling the story of what happened in the forest, which held him riveted, though Dusk didn't think of himself as a storyteller. Spike was also relieved to see that his letter to the Princess had managed to reach her in time, when Dusk failed to return. The dark-blue unicorn made sure to thank him for it.

When Twilight visited him by herself, they could just start talking about anything. Sometimes she'd bring along a book for him to occupy himself later, others she'd tell him about her latest report to Celestia on friendship, though the most recent one was still from the end of the Running of the Leaves. But she was planning to send one about him soon enough.

Currently, they were playing a game of chess. She was a good player and it was a closely run game. They were on the subject of Dusk's reaction after he'd eavesdropped on their conversation in the library.

"I never thought of our friendship as some kind of school project Dusk," she was saying, as he took one of her pawns. "I really did want to be your friend... well, I still do. Good move, by the way."

"Thanks, and I've told you, it's fine." He let her think about her next move before speaking again. "I just jumped to the wrong conclusion, that's all. My own fault really..."

"I was going to correct Rarity when she said 'instructed'," she told him, moving a rook to block his knight. "I suppose that, if you'd stayed long enough to hear it, you wouldn't have come to that conclusion in the first place."

"At the same time, if I just didn't eavesdrop, I wouldn't have made it either. Next time, I'll bear it in mind not to. It's rude to eavesdrop, in any case." He paused for a bit, considering his next move, then made it.

"Though, when I did first come here, the Princess actually did tell me to make some friends."

"Really?"

"Oh yes. You know how I used to be, I hated the idea. It just seemed so silly, especially when I had my studies to focus on, to stop Nightmare Moon. In the end though, it was me making friends that saved Equestria." She looked up, smiling fondly at him. "You sort of reminded me of myself Dusk, arriving here with no friends at all. I wanted to give you the chance to experience the magic of friendship too."

"Well, you did and I am eternally grateful," he said sincerely.

"Like I said in my letter, I'm just sorry we were never friends from when I left Canterlot."

"You really did mean that, didn't you?" He still felt warm inside when he thought about it, as she nodded. "You know... I er... at the school... you were the only pony I ever even hoped would be my... friend."

"I... I was?" She looked pleasantly surprised by this news.

"Yes... you were." He let her make her next move before continuing. "Whenever you came to the library, I always hung around there... but I never even plucked up the courage to come over and say hello..."

"Aw, Dusk..." Twilight gave him a sad sort of look. "I... I never knew. I am sorry that I never came over myself but... that was an old me, one that wasn't interested in wasting time making friends."

"It's okay. We know each other pretty well by now, so I'm happy. I just... wanted you to know that..."

"Thanks for letting me know." She smiled as she took his knight, then looked curiously at him. "There's still one thing I'm not sure about."

"What's that?"

"I've been looking through my books, to find that spell you used in the Forest, but I still can't find anything like its described. Can you remember which book you found it in? It certainly came in useful."

Dusk had wondered when it would come to this, his long hidden talent of magic. He knew Twilight would want to find the spell that he had used, and that she wouldn't find it. Would he tell her the truth, or just divert her for now? In the end... he decided not to, not yet...

"I can't really, no... I just came across it. Keep looking, I'm sure you'll find it."

"Alright then..." She moved once more, this time procclaiming: "Checkmate!"

"What? No, let me see..." He checked his king's position. Cut off by her rook, pawn, remaining knight... there was nowhere he could move it. "Well, I'll be...

"You were good though." Her eyes twinkled. "Rematch?"

"If you have the time..."

"For my new best friend, of course I do."

Glowing inside that she'd called him her 'new best friend', Dusk let her reset the board and picked the black pieces this time. If somepony a few weeks ago had told him that he would actually be spending time with Twilight Sparkle, that he would have ponies that cared for him, he would have shaken his head and walked away.

Now it was happening, he still couldn't quite believe it. Oh well, better get used to it...

* * *

The following day, it was time for Dusk to be let out of the hosptial. The doctors removed his cast and Dusk was able to step down from his bed and check out of the hospital, his fees already being payed by royal finance. He thanked them for their kindness and stepped outside into the bracing cold, hooves crunching in the snow and feeling odd with his scarf absent.

He found Spike, waiting for him close-by, just as he had said on his last visit. The dragon gave a broad smile when he saw him.

"Good to see you walking again. How's the leg?"

"Still twinges a bit, but it'll be fine now," Dusk told him. "Now, you said Twilight wanted to see me at the library?"

"Yep, come on, better not keep her waiting."

They set off towards the town. All around him, Dusk saw ponies enjoying their winter holiday. Fillies and colts running around in the snow, throwing snowballs and building snowponies, ponies enjoying warm drinks and pleasant company, dressed in scarves, boots and hats. How could he have not noticed how happy everypony was here, how wonderful it all was. He was proud to call this place his home.

As they walked along, Dusk noticed that Spike seemed to be rather eager about something. There was quickness to his step and was trying very hard not to smile, throwing glances at Dusk.

"Spike... are you okay?"

"Oh, I am. Come on, hurry up," he told him, not elaborating further.

Still following, but now his interest piqued by his behaviour, Dusk began to ponder. It almost seemed like he was hiding something, something that he really wanted to say about but couldn't. Hoping that, if that was the case it would be a good thing, Dusk continued after his fellow asisstant.

They arrived at the library a few minutes later, with Spike letting Dusk walk in first, shutting the door behind them. Immediately, Dusk was in darkness, trying to find his way around. What was going on?

"Hold on, let me get the lights..." He heard Spike trot past him, the flicking of a switch and-

"SURPRISE!"

Dusk must have jumped at least a foot in the air when he heard that cry. Looking around the lit up library, he saw streamers hanging from the ceiling, balloons of many colours all decorating the lamps and tables, a punch bowl, appetisers, confetti coming to rest on the floor. Everything you'd need for a party was here...

...and so were his friends. Applejack, Rarity, Rainbow Dash, Fluttershy, Pinkie Pie and Twilight Sparkle, with welcoming, warm smiles on their faces and party hats on their heads, emerging from hiding places around the room. They hadn't... had they...

"Heya Dusk!" Pinkie leaped in front of him, blowing a cazoo, a big grin on her features. "Welcome to your Welcome-To-Ponyville-And-Thanks-For-Saving-Us-From-An-Evil-Monster surprise party! Were you surprised? I bet you were! Unless you used your psychic powers to see that we were throwing this party in the first place, in which case surprising you was pointless, but fun!"

Dusk didn't know what to say. He was completely and utterly dumbstruck. He just didn't know what to say. Any doubt that he might have had that these girls weren't truly his friends had vanished in that instant.

"Ah'd say he looks pretty surprised, Pinkie," Applejack decided. "Well Dusk, whaddaya think?"

He was still silent, still trying to find the right words, his feelings in a whirlwind.

"Dusk? Dusk darling, are you alright?" Rarity asked.

Dusk finally managed to say something. "You... you did... all this... for... me?"

"Yep," Pinkie said brightly. "I always throw a new pony a Welcome to Ponyville party, but I haven't done one for you 'cause I've been so busy, I just forgot. How could I forget? Then I remembered that I hadn't done you one, that you saved us from an evil monster and that you're also our new friend. So then, I had the idea of just combining it all into one big party! Oh no, I missed out the Happy-To-Have-A-New-Best-Friend part. I should start again, everpony hide again!"

"It's fine Pinkie, I think he gets the idea," Twilight giggled, stepping forward. "We thought this would be a nice surprise for you, for when you got out of hospital."

"So we all got together to spring this party on you," Rainbow said. "Consider it your official welcome into our group, Dusky."

"I hope you weren't too surprised, Dusk," voiced Fluttershy timidly. "You aren't, are you? We're so sorry if you are..."

Dusk finally got his feelings organised, as what was happening dawned in on him. They, these wonderful ponies, had organised all of this, for him. Not because somepony told them to, but because they wanted to. Because they truly were... his friends.

A smile formed on his own face, tears beginning to pool in his eyes, gazing at all of their kind faces.

"I... I... I don't know what to say. Nopony has ever... done anything like this for me... before. Thank you... all of you... thank you, so much." He saw Spike, as he placed a dark-blue hat on his own head, decorated with his cutie mark.

"We were happy to do it," Twilight said. "Welcome again, Dusk, to friendship."

"Hey, let's not stand around crying," Pinkie declared. "Let's PARTY!" She blew her cazoo, as if to make it official.

After that yell, Dusk wasn't really sure what to do. He'd never really been to many parties and felt unsure, a little out-of-place. But the girls had plenty of activities lined up. They played Pin The Tail On The Pony, which Rarity ultimately won (Dusk pinned it on the nose on his turn, which Pinkie found hilarious), he tried his hoof at Apple-Bobbing with Applejack (No easy feat, but he tried), they even managed to get him dancing, after some pressuring and pleas. They didn't mind that he was a bit of a dead-hoofer, it was all in good fun.

It truly was one of the best times of his life, he couldn't remember a time that he had so much fun. Then again, he never had any ponies he could call his friends to enjoy it with. They didn't care what he used to think about himself, if he was truly dull and uninteresting, what he had done to offend them. They just wanted him to feel like he was having the best of times... and he was.

A few times, he was tempted to give another demonstration of his hidden talent, but restrained himself just in time. But, gradually, his willingness to keep it hidden was fading, like a snowflake in the spring sun. It wasn't so much hiding it for the rest of his life anymore, but more when would be the best time to show them. That time came when they all helped themselves to cake and Twilight caught him in conversation.

"Dusk, I'm sorry to ask you about this again, but I'm still having trouble finding the spell you used. Do you have any idea where it might be?"

"Ya know, ah'm a lil' curious about it maself," Applejack decided. "Ah mean, it did save us in the Forest. Might be good if both you an' Twah'light could do it."

"Hey, lay off you guys!" Rainbow placed herself between them. "If he doesn't know where it is, big deal. Twilight knows plenty of magic already."

Dusk felt a warm glow inside from her loyatly. She was trying to keep them from asking about his closely guarded secret, still keeping her promise. But he felt the time for hiding was over.

"It's fine, Rainbow. Thanks anyway though, you did a great job," he said to her.

"Well... if you're sure," she said, backing off.

"Sure about what?" Rarity asked, as Dusk stepped forward.

"Alright then girls, you want to see that spell... well, here it is. Pinkie, could you put that record on please? You know which one," Dusk requested.

"Sure thing!" She dashed over, took off the current one and let it play, as Dusk warmed up his magic.

As the music began to play, he at first made a multi-coloured formless shape. Hoping he would sound decent, he struck up the song.

_My Little Pony, _  
_My Little Pony, _  
_What is friendship all about? _  
_My Little Pony, _  
_My Little Pony _  
_Friendship is magic!(My Little Pony)_

As the music picked up in speed, he began his performance, depicting himself to match the lyrics with his puppet, as he heard the girls gasp, but all of them providing backing vocals for him.

_I used to wonder what friendship could be. _  
_(My Little Pony) Until you all shared its magic with me._  
_I was young I didn't think I deserved any friends,_  
_Such a privelage did not seem worth the effort they'd expend_  
_But my little ponies, you opened up my eyes _  
_And now the truth is crystal clear, _  
_as splendid summer skies. _  
_And it's such a wonderful surprise!(My Little Pony)_

Now, he made his puppet with each of the girls in turn, complete with their efforts to make him feel welcome in their group. As an added feature, he made the girl's individual forms dance and float around them.

_I used to wonder what friendship could be. (My Little Pony)_  
_Until you all shared its magic with me!_  
_When danger makes me want to hide, you'll Rainbow Dash to my side,_  
_Kindness is never in short supply, once smitten twice Fluttershy._  
_For honesty no pony can deny, you are the Applejack of my eye,_  
_A heart that shines so beautiful, a Rarity to come by._  
_You all make fun and laughter as easy as Pinkie Pie_  
_And the most magical highlight, never forget occurs at Twilight!_

_(My Little Pony) I used to wonder what friendship could be. _  
_(My Little Pony) Until you all shared its magic with me _  
_Your friendship's magic, now I'm a part of it too. _  
_A new adventure waits for us each day, for me and you. _  
_We'll make it special, it's so true! _  
_We'll make it special, it's so true!_

_(My Little Pony) What a wonderful wonder friendship brings_  
_(My Little Pony) Do you know you're all my very best_  
_(Friends!) Friends, you're my very best _  
_(Friends!) Friends, you're my very best _  
_(Friends!) Friends, you're my very best _  
_(Friends!) Friends!_

The music drew to a close, as all of them cheered and applauded his efforts. They all came up, hugging him, Dusk smiling all the while. He had done it, a great weight being removed from inside. After all of this time, he had finally shown somepony his talent... and they all loved it.

"Good on ya Dusk, nice work!" Applejack procclaimed

"Oh my, I loved it, well done," praised Fluttershy quietly.

"Ooh, ooh, did you see that? It was a tiny little me!" Pinkie squeed with delight.

"Dusk, that was marvellous, simply beautiful!" Rarity declared.

"See Dusk, told you they'd like it," Rainbow winked.

"Dusk, that really was beautiful." Twilight's compliment made him smile the most, feel so good inside. "I still don't understand, where did you learn that? I've never seen magic like that before."

"I didn't learn it," he said, simply and proudly. "I've always been able to do that, ever since I was a foal."

"Really? Wow, that's... incredible!" He felt himself blush again from her comment. "Why didn't you show us it before?"

"Well, apart from my parents and Princess Celestia and Rainbow Dash coming across me, I've never shown it to anypony before." They all stared in disbelief for a bit. "Because it was so... unusual, I was always scared about what other ponies would think. I did always have the hope that, maybe, I would show it, that it would be as remarkable as... something I once saw, something special..."

"What's that?" Rainbow asked, as he smiled fondly.

"Nothing, never mind. The point is, I never thought I would show it... until that day in Forest... until today." He looked up at them. "And... you all liked it?"

"Dusk, we didn't _like _it, we _loved _it," Rarity corrected. "What exactly is it? Some kind of puppetry?"

"In a way, yes." He felt so happy that he could at last explain it. "I don't fully understand it, but I can make shapes out of colour and control them with my mind. I can do just about anything, at any size. The only problem is the bigger they get, the brighter it gets. It also expends more energy when I do them bigger and brighter, so I need to be careful with what I do with them."

"It's an interesting bit of magic, to say the least," Twilight expressed thoughtfully. "Maybe we could try and learn more about it."

"One thing ah don't get," Applejack voiced. "How'd ya use 'em ta find us in the Forest? Ya couldn't have known where we were."

"Honestly, I have no idea," confessed Dusk. "They'd never done anything like that before, so I don't know what to tell you. I'm still trying to figure it out but... I don't know yet."

"We can always find out later, we've got the time," Pinkie said. "Now, how about you show us what else you can do? Ooh, ooh do me again! I look so tiny and cute!"

Dusk joyfully obliged to their requests for his puppetry. He did Pinkie again, making her bounce around the room off of everything. He made a small family of sparkling rabbits dance around Fluttershy, to her utter delight. Rainbow had a shining eagle soar with her around the room, changing colour from time to time. With Rarity, he used them to try and form sparkling clothes of her choice from an old book of fashion, trying on different styles.

It was quite amazing how something he'd kept secret and hidden for so long could bring such joy and laughter to his new-found friends. Dusk just laughed and smiled so much, as he matched the movements of Pinkie with her equal sized doppleganger. Princess Celestia had truly given him the chance to try something special, making new friends and showing off his hidden skill. It had started with secret desires and ended with... all of this.

Dusk didn't know what would happen in the future, what layin store for him or what adventures awaited, but one thing was for sure: just like his puppets, the future looked very bright indeed.

* * *

And so ends the tale of Dusk Noir. You'll hear no more from him, no. His story is over, done, finished, never ever-

PSYCH! Just kidding, I've got plans in store for my little pony. For now, I want to take a small break from writing, finish off another story I'm doing perhaps, but Dusk will return... if you so wish it.

Thank you to all of my regular reviewers, I couldn't have done this without you. I hope you enjoyed this story, I sure did.

See you all soon!


End file.
